Exhibit 10(6)















                       CITY SAVINGS FINANCIAL CORPORATION
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                           (EFFECTIVE JANUARY 1, 2001)


<PAGE>



                       CITY SAVINGS FINANCIAL CORPORATION
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                           (EFFECTIVE JANUARY 1, 2001)


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I                  DEFINITIONS.........................................1
                  Section 1.1       Accrued Company Contributions Benefit......1
                  Section 1.2       Act........................................1
                  Section 1.3       Anniversary Date...........................1
                  Section 1.4       Annual Addition............................1
                  Section 1.5       Bank.......................................2
                  Section 1.6       Beneficiary................................2
                  Section 1.7       Code.......................................2
                  Section 1.8       Committee..................................2
                  Section 1.9       Company....................................2
                  Section 1.10      Company Contributions Account..............2
                  Section 1.11      Compensation...............................2
                  Section 1.12      Date of Employment.........................3
                  Section 1.13      Date of Separation.........................3
                  Section 1.14      Deferred Retirement........................3
                  Section 1.15      Deferred Retirement Date...................3
                  Section 1.16      Effective Date.............................3
                  Section 1.17      Employee...................................3
                  Section 1.18      Exempt Loan................................4
                  Section 1.19      Fund.......................................4
                  Section 1.20      Highly Compensated Employee................4
                  Section 1.21      Holding Company............................4
                  Section 1.22      Hour of Service............................4
                  Section 1.23      Leave of Absence...........................5
                  Section 1.24      Normal Retirement..........................5
                  Section 1.25      Normal Retirement Date.....................5
                  Section 1.26      One Year Service Break.....................6
                  Section 1.27      Participant................................6
                  Section 1.28      Period of Separation.......................6
                  Section 1.29      Period of Service..........................6
                  Section 1.30      Period of Severance........................6
                  Section 1.31      Plan.......................................7
                  Section 1.32      Plan Year..................................7
                  Section 1.33      Re-employed Individual.....................7
                  Section 1.34      Section 415 Compensation...................8
                  Section 1.35      Stock......................................9
                  Section 1.36      Top Paid Group.............................9
                  Section 1.37      Total Disability...........................9
                  Section 1.38      Trust.....................................10
                  Section 1.39      Trustee...................................10
                  Section 1.40      Valuation Date............................10

ARTICLE II                 ELIGIBILITY AND PARTICIPATION......................10
                  Section 2.1       Eligibility...............................10
                  Section 2.2       Entry Dates...............................10
                  Section 2.3       Deferred Retirement.......................10
                  Section 2.4       Rehire after Military Service.............10

ARTICLE III                COMPANY CONTRIBUTIONS..............................11
                  Section 3.1       Company Contributions.....................11
                  Section 3.2       Form of Contributions.....................11
                  Section 3.3       Holding by Trustee........................11
                  Section 3.4       Expenses..................................11
                  Section 3.5       No Company Liability for Benefits.........11
                  Section 3.6       No Rollover Contributions.................11

ARTICLE IV                 ALLOCATION TO PARTICIPANTS' ACCOUNTS...............12
                  Section 4.1       Company Contributions Accounts............12
                  Section 4.2       Allocation of Company Contributions.......12
                  Section 4.3       Limitations on Annual Additions...........12
                  Section 4.4       Effective Date of Allocations.............13
                  Section 4.5       Cash Dividends............................13
                  Section 4.6       Allocation of Forfeitures.................13
                  Section 4.7       Special Allocation Rules..................14

ARTICLE V                  VALUATIONS AND ADJUSTMENTS.........................15
                  Section 5.1       Valuation of Fund.........................15
                           Clause (a)       Valuations........................15
                           Clause (b)       Frequency.........................15
                           Clause (c)       Records...........................15
                  Section 5.2       Adjustments...............................16
                  Section 5.3       Amount of Adjustments.....................16
                  Section 5.4       Effective Date of Adjustments.............16
                  Section 5.5       Notice to Participants....................17





<PAGE>



ARTICLE VI                 BENEFITS...........................................17
         Part A   Retirement Benefits.........................................17
                  Section 6.1       Retirement................................17
         Part B   Termination Benefits........................................17
                  Section 6.2       Effect of Termination.....................17
                  Section 6.3       Vesting...................................17
                  Section 6.4       Payment...................................18
         Part C   Death Benefits..............................................18
                  Section 6.5       Benefits upon Death.......................18
                  Section 6.6       Beneficiaries.............................19
                  Section 6.7       Lack of Beneficiaries.....................19
                  Section 6.8       Termination or Retirement prior to Death..19
         Part D   General.....................................................19
                  Section 6.9       Date of Distribution......................19
                  Section 6.10      Form of Distribution......................20
                  Section 6.11      Liability.................................20
                  Section 6.12      Put Options...............................21
                  Section 6.13      Eligible Rollover Distributions...........21

ARTICLE VII       ADMINISTRATIVE COMMITTEE....................................22
                  Section 7.1       Establishment.............................22
                  Section 7.2       Duties....................................23
                  Section 7.3       Actions...................................23
                  Section 7.4       Disqualification..........................23
                  Section 7.5       Powers....................................23
                  Section 7.6       Discrimination Prohibited.................23
                  Section 7.7       Statements and Forms......................24
                  Section 7.8       Liability.................................24
                  Section 7.9       Determination of Right to Benefits........24
                  Section 7.10      Investment Directions.....................24
                  Section 7.11      Voting Power..............................24

ARTICLE VIII      THE TRUSTEE.................................................25
                  Section 8.1       Assets Held in Trust......................25
                  Section 8.2       Investments...............................25
                  Section 8.3       Directions of Committee...................25
                  Section 8.4       Receipt of Additional Shares..............25
                  Section 8.5       Delivery of Materials to Committee........26
                  Section 8.6       Powers....................................26
                  Section 8.7       Loans to the Trust........................27
                           Clause (a)       Interest..........................27
                           Clause (b)       Use of Proceeds...................27
                           Clause (c)       Terms of Exempt Loan..............27
                           Clause (d)       Collateral........................27
                           Clause (e)       Limited Recourse..................28
                           Clause (f)       Repayment.........................28
                           Clause (g)       Agreement by Companies............28
                           Clause (h)       Release of Collateral.............28
                           Clause (i)       Default...........................29
                           Clause (j)       Termination of Plan...............29
                  Section 8.8       Annual Accounting.........................29
                  Section 8.9       Audit.....................................29
                  Section 8.10      Uncertainty Concerning Payment
                                        of Benefits...........................29
                  Section 8.11      Compensation..............................30
                  Section 8.12      Standard of Care..........................30
                  Section 8.13      Request for Instructions..................30
                  Section 8.14      Resignation of Trustee....................30
                  Section 8.15      Vacancies in Trusteeship..................30
                  Section 8.16      Information to Be Furnished...............31
                  Section 8.17      Voting Rights of Participants.............31
                  Section 8.18      Delegation of Authority...................31
                  Section 8.19      Diversification of Company
                                        Contributions Account.................32
                  Section 8.20      Tender Offer..............................32

ARTICLE IX                 AMENDMENT, TERMINATION AND MERGER..................33
                  Section 9.1       Amendment.................................33
                  Section 9.2       Termination or Complete Discontinuance
                                        of Contributions......................33
                  Section 9.3       Determination by Internal Revenue Service.34
                  Section 9.4       Nonreversion..............................34
                  Section 9.5       Merger....................................34

ARTICLE X                  MISCELLANEOUS......................................35
                  Section 10.1      Creation of Plan Voluntary................35
                  Section 10.2      No Employment Contract....................35
                  Section 10.3      Limitation on Rights Created..............35
                  Section 10.4      Waiver of Claims..........................35
                  Section 10.5      Spendthrift Provision.....................35
                  Section 10.6      Payment of Benefits to Others.............36
                  Section 10.7      Payments to Missing Persons...............36
                  Section 10.8      Severability..............................36
                  Section 10.9      Captions..................................36
                  Section 10.10     Construction..............................36
                  Section 10.11     Counterparts..............................36
                  Section 10.12     Indemnification...........................37
                  Section 10.13     Standards of Interpretation and
                                        Administration........................37
                  Section 10.14     Governing Law.............................37
                  Section 10.15     Successors and Assigns....................37
                  Section 10.16     Adoption of Plan..........................37
                  Section 10.17     Withdrawal from Plan......................37

ARTICLE XI                 TEFRA TOP-HEAVY RULES..............................37
                  Section 11.1      Application...............................37
                  Section 11.2      Determination.............................37
                  Section 11.3      Accrued Benefits..........................39
                  Section 11.4      Vesting Provisions........................40
                  Section 11.5      Minimum Contribution......................40



<PAGE>

                       CITY SAVINGS FINANCIAL CORPORATION
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                           (EFFECTIVE JANUARY 1, 2001)


                                    ARTICLE I
                                  DEFINITIONS

     Section 1.1. Accrued Company Contributions Benefit " shall mean the balance
of a  Participant's  Company  Contributions  Account  as of the  last  preceding
Valuation Date.

     Section 1.2. Act " shall mean the Employee  Retirement  Income Security Act
of 1974,  as now in effect or  hereafter  amended,  and shall also  include  all
regulations promulgated thereunder.

     Section  1.3.  Anniversary  Date " shall mean the last  calendar day of any
Plan Year.

     Section 1.4.  Annual Addition " shall mean, with respect to any Participant
for any Plan  Year and with  respect  to this  Plan and to all  other  qualified
defined contribution plans maintained by a Company, the sum of:

          (a)  Company  contributions  credited  to  his  Company  Contributions
               Account for that Plan Year under this Plan;

          (b)  that Participant's non-deductible contributions;

          (c)  forfeitures; and

          (d)  amounts allocated to an individual  medical account as defined in
               Section  415(1)(2)  of the  Code  which is part of a  pension  or
               annuity plan  maintained  by a Company shall be treated as Annual
               Additions to a qualified defined  contribution  plan, and amounts
               derived  from  Company  contributions  paid or accrued in taxable
               years   ending  after  such  date  which  are   attributable   to
               post-retirement   medical  benefits  allocated  to  the  separate
               account of a key  employee  as defined in Section 416 of the Code
               under a welfare  benefit fund as defined in Section 419(e) of the
               Code  maintained  by a Company  shall  also be  treated as Annual
               Additions to a qualified defined contribution plan.

To the extent Company  contributions  and forfeitures are used in a Plan Year to
repay an Exempt Loan and shares of Stock are released  from a suspense  account,
the fair  market  value of the  shares  of Stock  released  and  allocated  to a
Participant's Company Contributions  Account,  rather than the amount of Company
contributions and forfeitures  applied towards the Exempt Loan, shall be treated
as an Annual  Addition  in such Plan Year but only if it would  result in lesser
Annual  Additions  in such Plan Year.  Annual  Additions  shall not  include any
amounts allocated as income to a Participant's  Company Contributions Account in
accordance with Section 8.7(j).

     Section 1.5. Bank " shall mean  Michigan City Savings and Loan  Association
and any successor thereto.

     Section 1.6.  Beneficiary  " shall mean the  person(s)  entitled  under the
provisions of Section 6.5 to receive benefits after the death of a Participant.

     Section 1.7. Code " shall mean the Internal Revenue Code of 1986, as now in
effect or hereafter amended, and shall also include all regulations  promulgated
thereunder.

     Section 1.8. Committee " shall mean the administrative  committee appointed
and acting in accordance with the provisions of Article VII. The Committee shall
be deemed to be the Plan Administrator for purposes of the Act.

     Section  1.9.  Company " shall  mean the Bank,  the  Holding  Company,  any
Company which becomes a participating  employer  pursuant to Section 10.16,  and
any successors thereto. Solely for the purpose of:

          (a)  computing an Employee's Hours of Service and Period of Service to
               determine his  eligibility  to  participate in and the vesting of
               his benefits under this Plan;

          (b)  applying the limitations contained in Section 4.3;

          (c)  determining  whether this Plan is a Top Heavy Plan under  Section
               11.2 and, thus, subject to the provisions of Article XI; and

          (d)  determining  whether an Employee  terminated his employment  with
               the Companies,

"Company"  shall also include any entity which,  together  with a  participating
Company, constitutes a member of a controlled group of corporations, a member of
a commonly controlled group of trades or businesses or a member of an affiliated
service group within the meaning of Section  414(b),  Section  414(c) or Section
414(m) of the Code or any  entity  which is  required  to be  aggregated  with a
participating Company under Section 414(o) of the Code.

     Section  1.10.  Company  Contributions  Account  " shall  mean the  account
maintained  for each  Participant to which  contributions  made by the Companies
shall be allocated.

     Section  1.11.  Compensation  " shall mean the total of all amounts paid or
payable in cash by the Companies by reason of services  performed by an Employee
during any period, including bonuses, overtime, any other cash payments included
on an  Employee's  W-2,  amounts  deferred  by the  Employee  under  any cash or
deferred  arrangement  maintained by a Company under Section  401(k) of the Code
and any salary reductions elected by the Employee pursuant to a salary reduction
plan  maintained by a Company under Section 125 of the Code but excluding,  with
respect to any Employee,  any other amounts  contributed  by a Company for or on
account of that  Employee  under this Plan or under any other  employee  benefit
plan;  provided,  however,  that  Compensation  in a Plan  Year in excess of one
hundred  and  fifty  thousand  ($150,000),   as  adjusted  pursuant  to  Section
401(a)(17) of the Code, shall be disregarded.

     Section  1.12.  Date of  Employment  " means any date on which an  Employee
first completes an Hour of Service.

     Section 1.13. Date of Separation " means the earlier of:

          (a)  the date an Employee's  employment with the Companies  terminates
               by reason of a quit, discharge,  retirement (including disability
               retirement) or death; or

          (b)  the first  anniversary of the first date of a period in which the
               Employee remains absent from active employment with the Companies
               for some reason other than a quit, discharge,  retirement, death,
               approved leave of absence or military service.

     Section  1.14.   Deferred  Retirement  "  shall  mean  retirement  after  a
Participant's Normal Retirement Date in accordance with Section 2.4.

     Section  1.15.  Deferred  Retirement  Date " shall  mean  the  first  (1st)
calendar day of the month after a  Participant's  Normal  Retirement  Date as of
which he retires or his  employment  with the  Companies is  terminated  for any
reason other than his death.

     Section 1.16. Effective Date " shall mean January 1, 2001.

     Section 1.17.  Employee " shall mean any person employed by a Company,  and
shall also  include any  individual  deemed to be a leased  employee (as defined
below)  of the  Companies  but only to the  extent  required  by the  Code.  For
purposes of this Plan, the term "leased  employee"  means any person (other than
an employee of the recipient) who pursuant to an agreement between the recipient
and any other person  ("leasing  organization")  has performed  services for the
recipient  (or for the recipient  and related  persons  determined in accordance
with Section  414(n)(6) of the Code) on a  substantially  full-time  basis for a
period of at least one (1)  year,  and such  services  are  performed  under the
primary direction or control of the recipient employer;  provided, however, that
a leased  employee  shall not be  considered an employee of the recipient if (a)
such  employee  is  covered  by  a  money  purchase  pension  plan  providing  a
nonintegrated  employer  contribution  rate of at  least  ten  percent  (10%) of
Compensation,  immediate  participation  and full and immediate  vesting and (b)
leased  employees  do not  constitute  more  than  twenty  percent  (20%) of the
recipient's  non-highly  compensated  workforce.  A leased  employee  within the
meaning of Section  414(n)(2) of the Code shall become a Participant in the Plan
based on service as a leased employee only as provided in provisions of the Plan
other than this Section. Contributions or benefits provided a leased employee by
the leasing  organization  which are attributable to services  performed for the
recipient employer shall be treated as provided by the recipient employer.

     Section 1.18.  Exempt Loan " shall mean a loan made to this Plan by a party
in interest or disqualified person or a loan to this Plan which is guaranteed by
a party in interest or disqualified  person,  including a direct loan of cash, a
purchase-money transaction and an assumption of any obligation of this Plan. For
purposes of this  definition,  a guarantee shall include an unsecured  guarantee
and  the  use of  assets  of a party  in  interest  or  disqualified  person  as
collateral  for a loan  even  though  the use of  assets  may not  constitute  a
guarantee under any applicable State laws.

     Section 1.19. Fund " shall mean all cash,  investments and other properties
held by the Trustee hereunder.

     Section 1.20. Highly Compensated Employee " means any Employee described in
Section 414(q) of the Code who:

          (a)  is a five  percent (5%) or more owner (as then defined in Section
               416(i)(1)  of the  Code) of a  member  of a  Company  at any time
               during that Plan Year or the immediately preceding Plan Year; or

          (b)  received  more  than  eighty  thousand  dollars   ($80,000),   as
               automatically  adjusted pursuant to Sections 414(q)(1) and 415(d)
               of the Code without the  necessity of any  amendment to the Plan,
               of Section  415  Compensation  from a Company in the  immediately
               preceding  Plan  Year  and was in the Top  Paid  Group  for  that
               immediately preceding Plan Year.

     For  purposes of  determining  whether an Employee is a Highly  Compensated
Employee  and  notwithstanding  anything  else  contained in this  Section,  the
following rules shall apply:

          (c)  A former  employee  shall  be  treated  as a  Highly  Compensated
               Employee if he was a Highly Compensated Employee in the Plan Year
               during which his employment  with a Company  terminated or in any
               Plan Year during which occurs or commencing after his fifty-fifth
               (55th) birthday.

          (d)  An  employee  shall  only be  deemed  to be a Highly  Compensated
               Employee to the extent then required by the Code.

     Section  1.21.   Holding  Company  "  shall  mean  City  Savings  Financial
Corporation or any successor thereto.

     Section 1.22. Hour of Service " shall mean:

          (a)  each hour for which an Employee is paid,  or entitled to payment,
               for the performance of duties for a Company; these hours shall be
               credited to the Employee for the computation period or periods in
               which the duties are performed; and

          (b)  each hour for which an Employee is paid,  or entitled to payment,
               by a  Company  on  account  of a period of time  during  which no
               duties are  performed  (irrespective  of whether  the  employment
               relationship has terminated) due to vacation,  holiday,  illness,
               incapacity  (including  disability  but  excluding  payments made
               because of Total  Disability  under  Section 6.3),  layoff,  jury
               duty,  military  duty or  leave of  absence;  no more  than  five
               hundred  and one (501) Hours of Service  shall be credited  under
               this Subsection (b) for any single  continuous period (whether or
               not such period  occurs in a single  computation  period);  hours
               under  this  Subsection  (b)  shall be  calculated  and  credited
               pursuant  to  Section  2530.200b-2  of the  Department  of  Labor
               Regulations which are incorporated herein by this reference; and

          (c)  each  hour for which  back pay,  irrespective  of  mitigation  of
               damages,  is either  awarded or agreed to by a Company;  the same
               Hours of Service  shall not be  credited  both  under  Subsection
               1.22(a) or Subsection 1.22(b), as the case may be, and under this
               Subsection 1.22(c); these hours shall be credited to the Employee
               for the  computation  period  or  periods  to which  the award or
               agreement  pertains,  rather  than to the  computation  period in
               which the award, agreement or payment is made.

     To the  extent  required  under the Family  and  Medical  Leave Act of 1993
("FMLA") and solely for purposes of determining whether a One Year Service Break
for participation  and vesting purposes has occurred in any computation  period,
an individual who is absent from work on unpaid leave under the FMLA on or after
August  5, 1993  shall  receive  credit  for the Hours of  Service  which  would
otherwise have been credited to such  individual but for such absence or, in any
case in which  such Hours of Service  cannot be  determined,  eight (8) Hours of
Service per each regularly scheduled work day of such absence.

     Hours of  Service  shall be  determined  in  accordance  with any method or
methods  permitted by the Act;  provided,  however,  that such method or methods
shall be used consistently, uniformly and in a non-discriminatory manner.

     Any ambiguity  arising in the  interpretation of the above provisions shall
be resolved in favor of crediting an Employee with Hours of Service.

     Section  1.23.  Leave of Absence " shall mean a leave granted by a Company,
in   accordance   with  rules   uniformly   applied  to  all   Employees   in  a
non-discriminatory  manner,  for  reasons  of  health,  public  service or other
satisfactory reasons.

     Section 1.24.  Normal Retirement " shall mean retirement on a Participant's
Normal Retirement Date.

     Section 1.25.  Normal Retirement Date " shall mean the first (1st) calendar
day of the  month  immediately  following  a  Participant's  sixty-fifth  (65th)
birthday.  A  Participant's  benefits  under this Plan shall be fully vested and
non-forfeitable  on and after the date he attains age sixty-five  (65), which is
deemed to be the normal retirement age under this Plan, regardless of his Period
of Service and regardless of the vesting schedules in Section 6.3 and in Section
11.4.

     Section 1.26. One Year Service Break " shall mean a consecutive twelve (12)
month Period of Severance.

     Section  1.27.  Participant  " shall mean any  Employee  who has  commenced
participation  in this Plan pursuant to Section 2.2.  Participation in this Plan
shall  continue  until  such time as the  Participant  has  received  all of the
benefits to which he is entitled under the terms of this Plan.

     Section 1.28. Period of Separation " means, for an Employee,  the period of
time  commencing  with the date such  Employee  separates  from service with the
Companies and ending with the date such Employee resumes his employment with the
Companies.

     Section  1.29.  Period of  Service " means,  for an  Employee,  the  period
commencing on the later of the following dates:

          (a)  such Employee's Date of Employment; or

          (b)  the date on which such  Employee's  Employer  is  required  to be
               aggregated with the Company under Code Section  414(b),  (c), (m)
               or (o), whichever is applicable,

and ending on the date a Period of  Severance  begins,  including  any Period of
Separation of less than twelve (12) consecutive months; provided,  however, that
in the case of any person who terminates  his employment  with the Employers but
later resumes his employment  with the  Companies,  the Period of Service before
such  resumption  of  employment  shall be  aggregated  only if that person is a
Re-employed Individual. For purposes of Section 6.3 and notwithstanding anything
contained  herein to the  contrary,  a  Participant's  Period of  Service  shall
exclude periods of employment before January 1, 2001.

     Section 1.30.  Period of Severance " means, for an Employee,  the period of
time commencing with the earlier of:

          (a)  the date on which such Employee  terminates his  employment  with
               the  Companies  by  reason  of  quitting,  retirement,  death  or
               discharge, or

          (b)  the date twelve (12)  consecutive  months after the date a person
               remains  absent from service with the Companies  (with or without
               pay) for any reason  other than  quitting,  retirement,  death or
               discharge,

and ending,  in the case of an Employee who terminates  his employment  with the
Companies by reason other than death,  with the date such  Employee  resumes his
employment with the Companies.  Solely for purposes of determining whether a One
Year  Service  Break has  occurred for  participation  and vesting  purposes has
occurred, an Employee who is absent from work for maternity or paternity reasons
shall receive  credit at least one (1) year.  For purposes of this Section 1.30,
an absence from work for maternity and paternity reasons means an absence:

          (c)  by reason of the pregnancy of the Employee,

          (d)  by reason of the birth of a child of the Employee,

          (e)  by  reason  of the  placement  of a child  with the  Employee  in
               connection with the adoption of that child by the Employee, or

          (f)  for purposes of caring for such a child for the period  beginning
               immediately following such birth or placement.

     Section 1.31. Plan " shall mean the employee stock ownership plan and trust
established  pursuant to the provisions of this Agreement,  as amended from time
to time, which shall be known as the "Michigan City Savings and Loan Association
Employee  Stock  Ownership  Plan." This Plan is intended to be an employee stock
ownership plan under Section  4975(e)(7) of the Code and under Section 407(d)(6)
of the Act.

     Section 1.32. Plan Year " shall mean the calendar year. The Plan Year shall
also be the  limitation  year for  purposes  of Section 415 of the Code for this
Plan and for all other qualified retirement plans maintained by a Company.

     Section 1.33. Reemployed Individual " shall mean a person who, after having
terminated his employment  with the Companies,  resumes his employment  with the
Companies:

          (a)  with any vested interest in his Company  Contributions Account as
               provided in Section 6.3 or 11.4, or

          (b)  with no such vested  interest but who resumes his employment with
               the Companies either:

               (i)  before a One Year Service Break,

               (ii) after a One Year Service  Break but before his latest Period
                    of Severance equals or exceeds his Period of Service, or

               (iii)after a One Year Service  Break but before the number of his
                    consecutive  One Year Service  Breaks  equals or exceeds the
                    greater of five (5) or his Period of Service.

     Section  1.34.  Section 415  Compensation  " shall mean with respect to any
Plan Year and shall:

          (a)  include amounts  accrued to a Participant  (regardless of whether
               he was a Participant  during the entire Plan Year and  regardless
               of whether in cash):

               (i)  as wages, salaries, fees for professional services and other
                    amounts received for personal  services actually rendered in
                    the course of his  employment  with the Companies  including
                    but not limited to commissions, compensation for services on
                    the basis of a percentage of profits and bonuses;

               (ii) for purposes of Subsection (a)(i) above,  earned income from
                    sources  outside  the United  States (as  defined in Section
                    911(b) of the Code),  whether or not  excludible  from gross
                    income  under  Section 911 of the Code or  deductible  under
                    Section 913 of the Code;

               (iii)amounts described in Sections  104(a)(3),  105(a) and 115(h)
                    of the Code but only to the extent  that these  amounts  are
                    includible in the gross income of that Participant; and

               (iv) amounts  paid or  reimbursed  by the  Companies  for  moving
                    expenses  incurred  by  that  Participant,  but  only to the
                    extent  that  these  amounts  are  not  deductible  by  that
                    Participant under Section 217 of the Code;

          (b)  not include:

               (i)  other  contributions  made  by a  Company  to  any  plan  of
                    deferred   compensation  to  the  extent  that,  before  the
                    application  of the Section 415 of the Code  limitations  to
                    that plan, the contributions are not includible in the gross
                    income of that  Participant  for the  taxable  year in which
                    contributed;  in  addition,  Company  contributions  made on
                    behalf of that Participant to a simplified  employee pension
                    plan  described  in Section  408(k) of the Code shall not be
                    considered as Section 415  Compensation for the Plan Year in
                    which  contributed;  additionally,  any distributions from a
                    plan of deferred  compensation  shall not be  considered  as
                    Section 415 Compensation, regardless of whether such amounts
                    are includible in the gross income of that  Participant when
                    distributed;   however,   any   amounts   received  by  that
                    Participant pursuant to an unfunded  nonqualified plan shall
                    be considered as Section 415  Compensation  in the Plan Year
                    in which such amounts are  includible in the gross income of
                    that Participant; and

               (ii) other  amounts  which  receive  special  federal  income tax
                    benefits,  such as  premiums  for group term life  insurance
                    (but only to the extent that the premiums are not includible
                    in the gross income of that Participant).

     Notwithstanding anything in this Section 1.34 to the contrary,  Section 415
Compensation  shall include any elective  deferral (as defined in Section 402(g)
of the Code) and any amount  contributed  or  deferred  at the  election  of the
Participant that is not includible in that Participant's  gross income by reason
of Section 125, Section 132(f)(4) or Section 457 of the Code.

     No Section 415 Compensation in excess of one hundred fifty thousand dollars
($150,000) in any Plan Year shall be counted or recognized for any purpose under
the Plan; provided,  however, that this dollar limitation shall be automatically
adjusted  to the extent then  prescribed  by Section  401(a)(17)(B)  and Section
415(d) of the Code without the necessity of any amendment to the Plan.

     Section 1.35. Stock " shall mean any duly-issued  shares of common stock of
the Holding Company which shares  constitute  employer  securities under Section
409(1) and Section 4975(e)(8) of the Code.

     Section  1.36.  Top Paid Group " shall mean in a Plan Year and  include the
Employees who are in the top twenty  percent  (20%) of a Company's  Employees in
terms of Section 415 Compensation for such Plan Year;  provided,  however,  that
for  purposes of  determining  the number of Employees to be included in the Top
Paid Group, the following Employees shall be excluded:

          (a)  Employees  who have not  completed six (6) months of service with
               the Companies;

          (b)  Employees who normally work less than  seventeen and one-half (17
               1/2)  hours  per week or less than six (6)  months  during a Plan
               Year;

          (c)  Employees who have not attained age twenty-one (21);

          (d)  except as provided  by  regulations  promulgated  under the Code,
               Employees who are covered by a collectively  bargained agreement;
               and

          (e)  Employees who are  non-resident  aliens and who receive no earned
               income (within the meaning of Section 911(d)(2) of the Code) from
               the Companies which constitutes income from sources in the United
               States (within the meaning of Section 861(a)(3) of the Code).

     Section 1.37. Total Disability " shall mean a mental or physical  condition
which,  in the judgment of the  Committee  based upon medical  reports and other
evidence  satisfactory  to the  Committee,  presumably  permanently  prevents  a
Participant  from  satisfactorily  performing his usual duties for his employing
Company or the duties of such other position or job which his employing  Company
makes available to that  Participant and for which that Participant is qualified
by reason of training, education or experience.

     Section  1.38.  Trust " shall  mean  the  employee  stock  ownership  trust
established  pursuant to the provisions of this Agreement,  as amended from time
to time, which shall be known as the "Michigan City Savings and Loan Association
Employee Stock Ownership Trust."

     Section 1.39.  Trustee " shall mean  ________________  , and any successors
thereto.

     Section 1.40.  Valuation  Date " shall mean each December 31 and each other
date as of which the Committee shall cause the Trustee to determine the value of
the Trust assets as prescribed in Section 5.1.


                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

     Section 2.1.  Eligibility  . Each Employee in the employ of a Company shall
become  eligible to  participate in this Plan on the date on which his Period of
Service is at least one (1) year and he reaches at least age twenty-one (21).

     Section 2.2.  Entry Dates . Each  Employee who was eligible to  participate
under Section 2.1 on the Effective  Date  automatically  became a Participant in
this  Plan  as of the  Effective  Date.  Each  other  Employee  shall  become  a
Participant in this Plan on the first day of January or July  coincident with or
next  following  the  first  (1st)  date  on  which  he  meets  the  eligibility
requirements  of Section 2.1. A re-employed  Employee whose Period of Service is
at least one (1) year and is at least age  twenty  (21)  shall  become  (or,  if
formerly a  Participant,  be reinstated  as) a  Participant  in this Plan on his
re-employment date.

     Section 2.3.  Deferred  Retirement  . A  Participant  who  continues in the
employment  of a Company  after his Normal  Retirement  Date shall  continue  to
participate  in this Plan, and  contributions  shall be allocated to his Company
Contributions  Account as otherwise  provided in this Plan. Any such Participant
who elects  Deferred  Retirement  shall be entitled to benefits  under this Plan
payable at his Deferred  Retirement Date in the same manner as if he had retired
on his Normal Retirement Date; provided,  however,  that the deferral of benefit
payments after a Participant's Normal Retirement Date shall be permitted only to
the extent  authorized by and in compliance with all requirements  imposed under
Section 2530.203-3 of the Department of Labor Regulations which are incorporated
herein by reference.

     Section 2.4. Rehire after Military Service . Notwithstanding  any provision
of this Plan to the contrary,  contributions,  benefits and service  credit with
respect to  qualified  military  service  will be  provided in  accordance  with
Section 414(u) of the Code.


                                   ARTICLE III
                             COMPANY CONTRIBUTIONS

     Section 3.1. Company Contributions . For the initial Plan Year and for each
Plan Year thereafter, the Companies shall make contributions to the Trust in one
(1) or more  installments  in such  amounts  as the  Board of  Directors  of the
Holding Company may determine.

     If  Company  contributions  are paid to the Trust by reason of a mistake in
fact  made in good  faith or a mistake  made in good  faith in  determining  the
deductibility  of such  Company  contributions  for federal  income tax purposes
under  Section  404 of the  Code,  such  Company  contributions  may,  except as
otherwise  provided in Section 8.7, be returned to the  Companies by the Trustee
(upon the  written  direction  of the  Committee)  within one (1) year after the
payment  to the Trust or after the date the  federal  income  tax  deduction  is
denied, whichever is applicable.

     Section 3.2. Form of Contributions . The Companies' contributions,  if any,
for each  Plan  Year  shall be paid to the  Trustee  either  in cash or in Stock
valued at the fair market value thereof as of the date of the  contribution  (as
determined consistent with Section 5.1(a)) and within such period as is provided
for in Section  404 of the Code or any other  statute  of similar  import or any
rule or regulations thereunder.

     Section 3.3. Holding by Trustee . All  contributions  made by the Companies
under  Section 3.1 shall be a part of the Fund and shall be held in trust by the
Trustee until distributed as provided in this Plan.

     Section 3.4.  Expenses . In addition to the  contributions to be made under
Section 3.1, the Companies  shall pay all  reasonable  expenses  incident to the
operation  of this Plan;  in the event of any failure by the  Companies  to make
such payment, the same shall be a charge against and paid from the Fund but only
to the extent permitted under the Code and under the Act.

     Section 3.5. No Company  Liability  for Benefits . The benefits  under this
Plan shall be only such as can be  provided  by the Fund,  and there shall be no
liability  or  obligation  on the  part  of the  Company  to  make  any  further
contributions or payments. Except as otherwise provided by the Act, no liability
for the payment of benefits  under this Plan shall be imposed upon the Companies
or upon the officers, directors or shareholders of the Companies.

     Section 3.6. No Rollover Contributions . Rollover contributions (within the
meaning of Section 402(a)(5) of the Code) shall not be permitted nor accepted.


                                   ARTICLE IV
                      ALLOCATION TO PARTICIPANTS ACCOUNTS

     Section 4.1.  Company  Contributions  Accounts . For purposes of allocating
the Company contributions, the Committee shall establish and maintain a separate
Company Contributions Account in the name of each Participant.

     Section 4.2.  Allocation of Company  Contributions  . Except as provided in
Section  4.7,  the Company  contributions  for each Plan Year shall be allocated
among the Company Contributions Accounts of all Employees who are still actively
employed  by a  Company  on the  Anniversary  Date of that  Plan  Year or  whose
employment with the Companies terminated during that Plan Year because of death,
Total Disability,  Deferred  Retirement or Normal Retirement  proportionately in
the ratio that the Compensation paid to such Participant,  if any, for that Plan
Year or since  becoming a  Participant  in this Plan if he became a  Participant
within  that  Plan  Year  bears  to  the  aggregate  Compensation  paid  to  all
Participants  for that Plan Year or since becoming  Participants in this Plan if
they became  Participants within that Plan Year. To the extent cash dividends on
allocated shares of Stock are applied to pay of an Exempt Loan under Section 4.5
and  notwithstanding   anything  contained  herein  to  the  contrary,   Company
contributions shall first be applied towards crediting the Participant's Company
Contributions  Account to which the cash  dividends  would  have been  allocated
before they are allocated under the preceding provisions of this Section.

     Section 4.3.  Limitations on Annual Additions .  Notwithstanding  any other
provision of this Plan, the maximum Annual Addition during any Plan Year for any
Participant under this Plan and under any other qualified  defined  contribution
plans maintained by the Companies shall in no event exceed the lesser of:

          (a)  twenty-five  percent  (25%)  of that  Participant's  Section  415
               Compensation for that Plan Year, or

          (b)  thirty thousand dollars ($30,000),  as adjusted from the total in
               accordance with Section 415 of the Code; provided,  however, that
               such adjustments  shall only apply to the Plan Years ending on or
               after the date in which the adjustment was made.

     Any Company  contributions which are applied by the Trustee (not later than
the due date,  including  extensions,  for filing a Company's federal income tax
return  for that  Plan  Year) to pay  interest  on an Exempt  Loan  shall not be
included as Annual Additions under this Section 4.3; provided, however, that the
provisions of this Section shall be applicable  only in Plan Years for which not
more than one-third (1/3) of the Company  contributions applied to pay principal
and interest on an Exempt Loan are allocated among Highly Compensated Employees.
The  Committee may  reallocate  Company  contributions  in order to satisfy this
special limitation.

     If due to a reasonable error in estimation of a Participant's  Compensation
or due to the allocation of forfeitures  these maximum Annual Additions would be
exceeded  as to any  Participant,  any  excess  amount  shall be used to  reduce
Company  Contributions  for that  Participant in the next, and succeeding,  Plan
Years. If that  Participant was not covered by this Plan at the Anniversary Date
of  that  Plan  Year,  such  excess  shall  be  reallocated  among  the  Company
Contributions  Accounts  of the  other  Participants  under  Section  4.2 to the
fullest extent possible  without  exceeding the limitations  with respect to any
other  Participant  for that Plan Year.  Any excess  amount  which  cannot be so
allocated to any Participant's  Company Contributions Account by reason of these
limitations shall be allocated under this Section 4.3(a) for the next succeeding
Plan Years (prior to the allocation of Company Contributions for such succeeding
Plan  Years).   Notwithstanding  anything  contained  herein  to  the  contrary,
contributions  made to the other  defined  contribution  plans  shall be reduced
before  contributions to this Plan are reduced,  unless such other plan or plans
provide otherwise.

     Section 4.4. Effective Date of Allocations . For all purposes of this Plan,
allocations  to the  Participants'  Company  Contributions  Accounts  under this
Article shall be deemed to have been made on the Anniversary  Date to which they
relate  although they may actually be  determined  at some later date.  The fact
that such allocations are made, however, shall not vest in any Participant or in
his spouse or other  Beneficiary any right,  title or interest in or to any part
of the Fund except at the times,  to the extent and on the terms and  conditions
specified in this Plan.

     Section  4.5.   Cash   Dividends  .  Any  cash   dividends  or  other  cash
distributions  received  by the  Trustee  on  Stock  allocated  to  the  Company
Contributions  Accounts of  Participants  shall be  credited  to the  applicable
Participants' Company Contributions  Accounts unless the Holding Company, in its
sole  discretion,  elects to pay the cash  dividends  directly to the applicable
Participants   or  directs  the  Trustee  to  pay  the  cash  dividends  to  the
Participants  (or,  if  applicable,  their  Beneficiaries)  within  ninety  (90)
calendar  days of the close of the Plan Year in which  the cash  dividends  were
paid by the Holding Company to the Fund.  Notwithstanding  anything contained in
this Section to the  contrary,  the Holding  Company may direct cash  dividends,
including dividends on non-allocated shares, be applied to repay an Exempt Loan,
but only to the extent shares of Stock with an aggregate fair market value equal
to the amount of dividends so applied are allocated to the Company Contributions
Accounts of the applicable Participants and to the extent the cash dividends are
deductible  under Section  404(k) of the Code.  To the extent cash  dividends on
allocated  shares are  applied to repay an Exempt  Loan,  shares  released  from
encumbrance equal to the amount of the dividends which, but for the repayment of
the  Exempt  Loan,   would  have  been   allocated  to   Participants'   Company
Contributions  Accounts shall be allocated to the Company Contributions Accounts
of the affected Participants,  and the remaining shares to be allocated shall be
allocated among the Participants on the basis of Compensation.

     Section 4.6.  Allocation of  Forfeitures . The Trustee,  shall,  as soon as
practicable  following the Anniversary Date marking the close of each Plan Year,
allocate  the  forfeitures  which  have  occurred  in that  Plan  Year  first to
reinstate any  forfeitures of any reemployed  Participant  under Section 6.2 and
second,  if any  forfeitures are remaining  after the  reinstatements  described
above are completed,  among the Company Contributions  Accounts of all Employees
who were or became  Participants  on the  Anniversary  Date of that Plan Year or
whose Period of Service terminated during that Plan Year because of death, Total
Disability or Deferred or Normal Retirement.  The forfeitures shall be allocated
among such Accounts in the same manner provided for under Section 4.2.

     Section 4.7. Special Allocation Rules . Notwithstanding any other provision
in this Plan to the contrary,  no Stock acquired by this Plan in a sale to which
Section 1042 of the Code applies may be allocated  directly or indirectly  under
this Plan:

          (a)  during the non-allocation period (as such term is defined below),
               for the benefit of:

               (i)  any  Participant who makes an election under Section 1042(a)
                    of the Code with respect to Stock sold to this Plan, or

               (ii) any Participant who is related to the Participant making the
                    election  under  Section  1042(a)  of  the  Code  or to  the
                    deceased  Participant  (within the meaning of Section 267(b)
                    of  the  Code);  provided,  however,  that  this  Subsection
                    (a)(ii) shall not apply to any  Participant  who is a lineal
                    descendent of a Participant as long as the aggregate  amount
                    allocated  to the  benefit  of all such  lineal  descendants
                    during  the  non-allocation  period (as such term is defined
                    below)  does not exceed more than five  percent  (5%) of the
                    Stock (or amounts  allocated in lieu  thereof)  held by this
                    Plan which are  attributable to the sale to this Plan by any
                    person  related to such  descendants  (within the meaning of
                    Section 267(c)(4)) in a transaction to which Section 1042 of
                    the Code applies,

                  or

          (b)  for  the  benefit  of  any   Participant   who  owns  (after  the
               application of the attribution  rules contained in Section 318(a)
               of the Code,  but  disregarding  Section  318(a)(2)(B)(i)  of the
               Code) more than twenty-five percent (25%) of:

               (i)  any class of the outstanding stock of the Holding Company or
                    of any other  corporation  which is a member of a controlled
                    group  of  corporations   (within  the  meaning  of  Section
                    409(1)(4) of the Code) which  includes the Holding  Company,
                    or

               (ii) the  total  value of any class of  outstanding  stock of the
                    Holding  Company  or of any  other  corporation  which  is a
                    member of the controlled  group of corporations  (within the
                    meaning of Section 409(1)(4) of the Code) which includes the
                    Holding Company.

For  purposes of this  Section 4.7,  the  "non-allocation  period"  shall mean a
period  beginning on the date of the sale of the stock to the Plan and ending on
the later of:

          (c)  the date which is ten (10)  years  after the sale of the Stock to
               this Plan to which Section 1042 of the Code applies, or

          (d)  the date of the Plan  allocation  of  Stock  attributable  to the
               final  payment  of  any  acquisition   indebtedness  incurred  in
               connection  with a sale  of such  Stock  to  this  Plan to  which
               Section 1042 of the Code applies.

For  purposes  of  this  Section  4.7 a  Participant  shall  be  deemed  to be a
twenty-five  percent (25%) or greater  shareholder if such Participant owns more
than  twenty-five  percent (25%) of the shares at any time during a one (1) year
period ending:

          (e)  on the date of a sale of the Stock to this Plan to which  Section
               1042 of the Code applies, or

          (f)  on the date as of which  the Stock  sold to this  Plan  through a
               sale to which  Section  1042 of the Code  applies is allocated to
               Participants.

The  provisions  contained in this Section 4.7 shall be  interpreted  consistent
with and in accordance with Section 409(n) of the Code.

                                    ARTICLE V
                           VALUATIONS AND ADJUSTMENTS

     Section 5.1. Valuation of Fund .

     Clause (a).  Valuations . The  Committee  shall  provide the Trustee with a
written  valuation  showing  the fair  market  value of the  Stock,  upon  which
valuation the Trustee may fully rely. For all purposes of this Plan, fair market
value shall be determined by an  independent  appraiser (as such term is defined
in Treasury Regulations  promulgated under Section 170(a)(1) of the Code) unless
the Stock is readily  tradeable on an established  securities market at the date
of valuation.  The Committee shall also direct the Trustee to determine the fair
market value of all other assets of the Fund on each Valuation Date.

     Clause (b). Frequency . The Fund shall be valued as soon as practical after
the  Anniversary  Date of each  Plan  Year and as soon as  practical  after  the
removal  or  resignation  of the  Trustee  on the  basis of fair  market  values
determined  as of the  Anniversary  Date of the Plan Year or as of the effective
date of the resignation or removal of the Trustee,  respectively.  The Committee
may require valuation of the Fund on such other dates as it may prescribe.

     Clause (c). Records . Records of valuation of the Fund shall be prepared by
the Trustee in such manner and within such time after each Valuation Date as may
be  prescribed  in this Section  5.1,  and such records  shall be filed with the
Committee,  including a written statement reflecting the value of the assets and
liabilities of the Fund and the receipts and disbursements of the Fund since the
last previous statement filed with the Committee. As to the fair market value of
Stock, the Trustee shall rely solely upon the most recent valuation furnished by
the  Committee  as provided  in Section  5.1(a).  If  information  necessary  to
ascertain  the fair  market  value of the Fund  assets  other  than Stock is not
readily  available  to the  Trustee  or if the  Trustee  is  unable  in its sole
discretion  fairly to determine  the fair market value of the other Fund assets,
the Trustee may request the  Committee  in writing to instruct the Trustee as to
such values to be used for all  purposes  under this Plan;  in such  event,  the
values as determined by the Committee shall be binding and conclusive, except as
otherwise provided by the Act. If the Committee shall fail or refuse to instruct
the  Trustee as to such values  within a  reasonable  time after  receipt of the
Trustee's written request therefor, the Trustee may take such action as it deems
necessary  or  advisable to  ascertain  such  values.  Except for the  Trustee's
negligence,  willful  misconduct or lack of good faith,  upon the  expiration of
ninety  (90)  calendar  days  from the  filing  of such  records  and  except as
otherwise  provided  by the Act,  the  Trustee  shall be  forever  released  and
discharged from all liability and  accountability  to anyone with respect to the
propriety  of its  acts or  transactions  as set  forth in such  records  unless
written objection is filed with the Trustee within the said ninety (90) calendar
day period by the Committee or by the Holding Company.

     Section 5.2.  Adjustments . As of each Valuation  Date the Committee  shall
cause the  Trustee  to  allocate  to each  Participant's  Company  Contributions
Account,  by  credit  thereto  or  deduction  therefrom  as the  case  may be, a
proportion  of the  increase or  decrease  in the fair market  value of the Fund
since the last preceding Effective Date or Valuation Date. Such allocation shall
be made in the proportion that each Participant's  Company Contributions Account
on such date bears to the total of all such  Company  Contributions  Accounts on
such date.

     Section 5.3.  Amount of  Adjustments . The increase or decrease in the Fund
to be allocated shall be the difference between:

          (a)  the fair market value of the Fund on the last preceding Effective
               Date or Valuation Date (excluding any amounts  withdrawn from the
               Fund as of such Date for the payment of benefits hereunder), and

          (b)  the fair market value of the Fund on the current  Valuation  Date
               (including  any amounts to be withdrawn  from the Fund as of such
               Date for the payment of benefits hereunder).

     Section 5.4. Effective Date of Adjustments . For all purposes of this Plan,
allocations  to the  Participants'  Company  Contributions  Accounts  under this
Article  shall be deemed to have been made on the  Effective  Date or  Valuation
Date to which they relate although they may actually be determined at some later
date. The fact that such  allocations are made,  however,  shall not vest in any
Participant or in his spouse or other  Beneficiary any right,  title or interest
in or to any part of the Fund  except at the  times,  to the  extent  and on the
terms and conditions specified in this Plan.

     Section 5.5. Notice to Participants . Promptly after the allocations herein
described  shall be completed,  the Committee  shall advise each  Participant in
writing  of the fair  market  value of the  Stock  and other  Fund  assets  then
credited to his Company Contributions Account.


                                   ARTICLE VI
                                    BENEFITS

Part A. Retirement Benefits .

     Section  6.1.  Retirement  . Each  Participant  who  retires  on his Normal
Retirement  Date or  Deferred  Retirement  Date shall be entitled to receive the
entire balance credited to his Company Contributions Account as of the Valuation
Date  coincidental  with or immediately  following such Retirement Date plus any
Company  contributions  to which he is entitled  pursuant to Section 4.2 for the
Plan Year in which his Normal Retirement or Deferred Retirement occurs.  Payment
of such  benefits  shall be made in  accordance  with the  provisions of Section
6.10.

Part B. Termination Benefits .

     Section 6.2. Effect of Termination . If a Participant's employment with the
Companies is terminated  before his Normal  Retirement Date for any reason other
than his death,  that  Participant  shall cease to be a Participant in this Plan
and shall not be entitled to any  benefits  under this Plan except as  expressly
provided in this Part B.

     Section 6.3. Vesting . Any Participant  whose employment with the Companies
is terminated as set forth in Section 6.2 shall be entitled to a percentage  (as
determined  below) of the entire balance  credited to his Company  Contributions
Account as of the Valuation Date coincidental with or immediately  following the
date  of  termination  of  his   employment.   The  percentage  of  his  Company
Contributions  Account to which a terminated  Participant  is entitled  shall be
determined on the basis of his Period of Service on such date of  termination of
employment completed after December 31, 2000, as follows:

                       Period of Service                Vested Percentage
                       -----------------                -----------------
                       Less than five (5) years                  0

                       Five (5) years or more                  100%

Any portion of the terminated  Participant's Company Contributions Account which
is not vested shall be treated as a  forfeiture;  provided,  however,  that such
forfeiture shall not be allocated to the other Plan Participants until the first
(1st) to occur of the following:

          (a)  that  Participant's  consecutive  One Year Service  Breaks are at
               least five (5);

          (b)  that Participant's death; or

          (c)  the  date on which  the  Participant  receives  or is  deemed  to
               receive his Company Contribution Account;

provided,  further,  that  if  that  Participant  is  reemployed  prior  to  his
completion of five (5) consecutive One Year Service Breaks, the forfeited amount
shall be  reinstated  as the  beginning  balance of that  Participant's  Company
Contribution  Account.  A  Participant  whose vested  percentage  of his Company
Contributions  Account is zero (0) at the date of his  termination of employment
shall  be  deemed  to have  received  a  distribution  upon his  termination  of
employment.

     In the case of any Participant whose consecutive One Year Service Breaks is
at least five (5) years,  that  Participant's  pre-break  service shall count in
vesting of his post-break Company Contributions Account balance only if either:

          (a)  that Participant has any  nonforfeitable  interest in his Company
               Contributions  Account balance at the time of his separation from
               service with the Companies; or

          (b)  upon returning to service with a Company his consecutive One Year
               Service  Breaks are less than five (5) or, if greater,  less than
               his  Period  of  Service  completed  prior to his  first One Year
               Service Break.

     In the case of any  Participant  whose  consecutive One Year Service Breaks
are at least five (5) years,  all  service  after such One Year  Service  Breaks
shall be  disregarded  for the  purpose of  vesting  the  Company  Contributions
Account balance that accrued before such One Year Service Breaks.

     Separate sub-accounts shall be maintained for that Participant's  pre-break
and post-break Company  Contributions  Account. Both sub-accounts shall share in
the earnings and losses of the Fund.

     Any Participant  whose employment with the Companies is terminated  because
of his Total  Disability  shall be entitled to his entire Company  Contributions
Account balance and shall also be entitled to receive any Company  contributions
to which he is  entitled  pursuant to Section 4.2 for the Plan Year in which his
employment is so terminated.

     Section 6.4.  Payment . All benefits  payable under Part B shall be paid in
accordance with the provisions of Section 6.10.

Part C. Death Benefits .

     Section  6.5.  Benefits  upon Death . If the death of any  Employee  occurs
while he is still a Participant in this Plan and prior to his actual  retirement
or other  termination  of  employment  with the  Companies,  the entire  balance
credited  to  his  Company  Contributions  Account  as  of  the  Valuation  Date
coincidental  with or  immediately  preceding  the  date of his  death  plus any
Company  contributions  to which he is entitled  pursuant to Section 4.2 for the
Plan Year in which his death  occurs  shall be paid to the  Beneficiary  of that
deceased Participant in accordance with the provisions of Section 6.10.

     Section 6.6. Beneficiaries . Each Participant shall notify the Committee in
writing of one (1) or more primary and  contingent  Beneficiaries  to receive on
his death  any  benefits  payable  under  this  Part C.  Each  such  Beneficiary
designation  may be revoked,  amended or changed by a Participant by like notice
in  writing  delivered  to the  Committee  prior to his death.  The  Beneficiary
designation of any  Participant who is married at the date such a designation is
made or changed  shall be signed by that  Participant's  spouse and witnessed by
the  Committee  or by a  Notary  Public  if it  results  in a  designation  of a
Beneficiary  other  than that  Participant's  spouse.  Notwithstanding  anything
contained  in  this  Section  to the  contrary,  the  Beneficiary  of a  married
Participant shall be his spouse unless his spouse consents to the designation of
a non-spouse  Beneficiary in a writing witnessed by the Committee or by a Notary
Public.

     Section 6.7.  Lack of  Beneficiaries  . Any portion of the amounts  payable
under Section 6.5 which is  undisposed of because all or some of the  designated
Beneficiaries  have  predeceased  a  Participant  or because of a  Participant's
failure to designate a  Beneficiary  in writing prior to his death shall be paid
to the deceased  Participant's  surviving  spouse,  if any, and, if none, to the
deceased Participant's estate.

     Section 6.8.  Termination  or Retirement  prior to Death . On and after the
actual  retirement  of a  Participant  from the employ of the Companies or other
termination of his employment,  the rights of such Participant and his spouse or
other Beneficiary to any benefits under this Part C shall cease and the benefits
payable to such Participant or to any person claiming through or under him shall
be limited to the benefits provided in Parts A or B of this Article.

Part D. General .

     Section 6.9. Date of Distribution . Unless the Participant or, if deceased,
his  Beneficiary,  surviving  spouse or  estate,  as the case may be,  otherwise
elects, the payment of benefits to which any such person is entitled shall begin
not later than sixty (60) calendar days after the latest of the Anniversary Date
of the Plan Year in which:

          (a)  the Participant attains age sixty-five (65),

          (b)  occurs  the  tenth  (10th)  anniversary  of the date on which the
               Participant  initially  became  eligible to  participate  in this
               Plan, or

          (c)  the Participant terminates his employment with the Companies;

provided,  however,  that the  distribution  of benefits to a Participant  shall
commence  not later than the  Participant's  required  beginning  date.  Benefit
distributions  to a Participant  (other than a 5-percent owner) must commence by
the later of the April 1 of the calendar  year  following  the calendar  year in
which the  Participant  attains age 70 1/2 or retires from the employment of the
Employer,  and benefit  distributions  to a Participant who is a 5-percent owner
must  commence by the later of the April 1 of the calendar  year  following  the
calendar year in which the Participant attains age 70 1/2.

     A Participant is treated as a 5-percent  owner for purposes of this section
is such  Participant is a 5-percent  owner as defined in section 416 of the Code
at any time  during the Plan Year  ending  with or within the  calendar  year in
which such owner attains age 70 1/2.

     Once distributions have begun to a 5-percent owner under this section, they
must  continue  to be  distributed,  even  if  the  Participant  ceases  to be a
5-percent owner in a subsequent year.

     Section 6.10. Form of Distribution . The distributions  provided under this
Article VI shall be made by the Trustee,  as directed by the  Participant or, if
deceased, his Beneficiary, in a single lump sum distribution of the amount to be
paid to the Participant or, if deceased, to his Beneficiary;  provided, however,
that except as otherwise  provided in Section 6.9, payment shall be made as soon
as  practicable  after  the  Plan  Year  during  which  the  employment  of  the
Participant from the Companies terminated;  provided,  further, that in no event
shall payments to a deceased  Participant's  estate or to any Beneficiary  other
than the surviving  spouse of a deceased  Participant  extend more than five (5)
years after the date of the Participant's  death.  Notwithstanding  the above, a
Participant whose Company Contributions Account at the initial distribution date
or  at  any   subsequent   distribution   date  (when   aggregated   with  other
distributions)  is greater than five  thousand  dollars  ($5,000),  may elect to
defer the commencement of the distribution of his Company  Contributions Account
to the date on which he attains age sixty-five  (65).  Distributions  under this
Section  6.10 shall be  distributed  in Stock with  fractional  share  interests
distributed in cash. If shares of Stock are  distributed and the shares of Stock
available  for  distribution  consist of more than one (1) class of security,  a
distributee shall receive substantially the same proportion of each such class.

     If the Trust  purchases  shares of Stock from a Company  shareholder who is
eligible to elect and so elects nonrecognition of gain under Section 1042 of the
Code in connection  with such purchase and  notwithstanding  anything  contained
herein to the  contrary,  no  distribution  that would be made within  three (3)
years after the date of such purchase  shall be made to a Participant  before he
incurs a One Year  Service  Break,  unless  his  employment  with the  Companies
terminates as a result of his Normal  Retirement,  Total  Disability or death or
unless the distribution is made pursuant to Section 8.19.

     Section  6.11.  Liability  .  Any  payment  to a  Participant  or  to  that
Participant's legal representative,  Beneficiary, surviving spouse or estate, in
accordance  with the provisions of this Plan,  shall to the extent thereof be in
full satisfaction of all claims hereunder against the Trustee, the Committee and
the Companies,  any of whom may require such Participant,  legal representative,
Beneficiary,  surviving  spouse or  estate,  as a  condition  precedent  to such
payment,  to execute a receipt  and  release  therefor  in such form as shall be
determined by the Trustee, the Committee or the Companies.  The Companies do not
guarantee the Trust,  the  Participants  or, if deceased,  their  Beneficiaries,
surviving  spouses  or  estates,  as the  case  may be,  against  the loss of or
depreciation in value of any right or benefit that any of them may acquire under
the terms of this Plan.

     Section 6.12. Put Options . The Holding Company shall issue a put option to
any  Participant,   Beneficiary,  surviving  spouse  or  estate  of  a  deceased
Participant,  or any other person (including  distributees of an estate) to whom
shares  of  Stock   distributed  under  this  Plan  may  pass  by  reason  of  a
Participant's death (herein collectively  referred to as the "Recipient").  This
put option shall permit the Recipient to sell such Stock to the Holding Company,
at any time during two (2) option  periods,  at the then fair market value.  The
first put option  period shall be a period of at least sixty (60)  calendar days
beginning on the actual date of distribution of such Stock to the Recipient. The
second put option  period shall be a period of at least sixty (60) calendar days
beginning after the determination of the fair market value of such Stock is made
by the Committee  (and notice of same is given in writing to the  Recipient) for
the next  succeeding  Plan Year.  Such  Recipient  shall be deemed to have a put
option as herein  provided  with respect to the shares of Stock and may exercise
this put option by  delivering  to the Holding  Company a written  notice of his
election to sell such shares of Stock, or any portion thereof, together with the
certificates  representing  the  shares  of Stock to be sold duly  endorsed  for
transfer.  The Holding  Company  shall be  obligated  to purchase  the shares of
Stock, or the designated portion thereof, at their fair market value at the date
the put option is exercised;  provided,  however,  that the Holding  Company may
grant  the  Trustee  an  option  to  assume on behalf of this Plan and Trust the
Holding  Company's  rights and obligations with respect to the put option at the
date  the  put  option  is  actually  exercised  by  the  Recipient.  Except  as
hereinafter  provided,  the Holding  Company (or the Trustee,  if it assumes the
Holding Company's obligation) shall pay for the shares of Stock so sold to it by
check  within   thirty  (30)   calendar   days   following  the  date  of  sale.
Notwithstanding  anything contained herein to the contrary,  the Holding Company
(or, if  applicable,  the Trustee) may pay the purchase  price in  substantially
equal  periodic  payments  (not less  frequently  than  annually)  over a period
beginning not later than thirty (30) calendar days after the exercise of the put
option and not exceeding  five (5) years as long as reasonable  interest is paid
on the unpaid amounts and adequate security is provided to the Recipient. If the
Stock is readily tradeable on an established market on the date of distribution,
the put option granted by this Section 6.13 shall not exist; provided,  however,
that if the Stock ceases to be publicly  traded  within either of the sixty (60)
day calendar  periods as provided  herein,  the Holding Company shall notify the
Recipient in writing  within a  reasonable  time after the Stock ceases to be so
publicly  traded  that the Stock  shall be  subject  to the put  option  for the
remainder  of the  applicable  sixty (60) day  calendar  period.  If the date of
actual written notice to the Recipient by the Holding  Company is later than ten
(10)  calendar  days after the Stock  ceases to be so publicly  traded,  the put
option  shall  automatically  be  extended  to the extent that the date on which
written notice is actually given to the Recipient is more than ten (10) calendar
days later.

     Section  6.13.  Eligible  Rollover   Distributions  .  Notwithstanding  any
provision of the Plan to the contrary that would otherwise limit a distributee's
election  under this Section,  a distributee  may elect,  at the time and in the
manner prescribed by the Committee,  to have any portion of an eligible rollover
distribution  paid  directly to an eligible  retirement  plan  specified  by the
distributee in a direct  rollover.  For purposes of this Section,  the following
terms shall have the meanings set forth below:



<PAGE>



     (a)  Eligible rollover  distribution:  An eligible rollover distribution is
          any distribution of all or any portion of the balance to the credit of
          the distributee,  except that an eligible  rollover  distribution does
          not  include:  (1)  any  distribution  that  is  one  of a  series  of
          substantially  equal  periodic  payments  (not  less  frequently  than
          annually) made for the life (or life expectancy) of the distributee or
          the joint lives (or joint life  expectancies)  of the  distributee and
          the distributee's designated beneficiary, or for a specified period of
          ten (10)  years or  more;  (2) any  distribution  to the  extent  such
          distribution is required under Section  401(a)(9) of the Code; and (3)
          the  portion  of any  distribution  that is not  includible  in  gross
          income.  An  eligible  rollover  distribution  does  not  include  any
          hardship withdrawals, as defined in Section 401(k)(2)(B)(i)(IV) of the
          Code,   which  are   attributable   to  the   distributee's   elective
          contributions under Treas. Reg. section 1.401(k)-1(d)(2)(ii).

     (b)  Eligible retirement plan: An eligible retirement plan is an individual
          retirement  account  described  in  Section  408(a)  of the  Code,  an
          individual retirement annuity described in Section 408(b) of the Code,
          an  annuity  plan  described  in  Section  403(a)  of the  Code,  or a
          qualified  trust described in Section 401(a) of the Code, that accepts
          the distributee's eligible rollover distribution. However, in the case
          of an eligible  rollover  distribution  to the  surviving  spouse,  an
          eligible  retirement  plan  is an  individual  retirement  account  or
          individual retirement annuity.

     (c)  Distributee: A distributee includes an Employee or former Employee. In
          addition, the Employee's or former Employee's surviving spouse and the
          Employee's  or former  Employee's  spouse or former  spouse  who is an
          alternate payee under a qualified domestic relations order, as defined
          in Section  414(p) of the Code,  are  distributees  with regard to the
          interest of the spouse or former spouse.

                                   ARTICLE VII
                            ADMINISTRATIVE COMMITTEE

     Section 7.1.  Establishment . The Committee shall consist of at least three
(3) members to be appointed  by the Board of  Directors of the Holding  Company,
and the members  shall hold office at the  pleasure of such Board of  Directors.
The members of the  Committee  shall be  individuals  and may,  but need not, be
officers,  shareholders  or Directors of the Holding  Company,  Participants  or
Beneficiaries.  The Holding  Company may, at its sole  discretion,  designate to
serve as the Committee its Board of Directors as  duly-constituted  from time to
time.

     Section 7.2.  Duties . The Committee  shall discharge its duties and powers
in  conformance  with  the  care,  skill,   prudence  and  diligence  under  the
circumstances  then  prevailing that a prudent man acting in a like capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character  and  with  like  aims.   It  shall  have  complete   control  of  the
administration of this Plan and shall have all powers necessary or convenient to
enable it to exercise such  control.  In  connection  therewith,  it may provide
rules and  regulations,  not  inconsistent  with the  provisions  hereof or with
requirements  imposed under the Code or under the Act, for the administration of
this Plan and may from time to time amend or rescind such rules and regulations.
In addition,  it may employ or appoint a secretary and such advisors,  agents or
representatives as it may deem desirable and may consult with and employ counsel
(who may,  but need not, be counsel to a Company or to the Trustee) or actuaries
with  regard  to any  questions  arising  in  connection  with  this  Plan.  All
reasonable expenses incurred by the Committee in connection with this Plan shall
be paid as provided in Section 3.4.

     Section 7.3. Actions . The Committee may decide any questions hereunder and
may take or  authorize  or direct the taking of any  action  hereunder  with the
approval  of a majority of the members of the  Committee.  The  approval of such
members,  expressed  from  time to time by a vote  at a  meeting  or in  writing
without a meeting,  shall  constitute  the action of the  Committee and shall be
valid and effective  for all purposes of this Plan.  The fact that any member of
the Committee shall be a Participant,  former  Participant or Beneficiary  shall
not  disqualify  or debar  him from  participating  in any  action  or  decision
affecting any class of Participants,  former Participants or Beneficiaries,  but
he shall not  participate  in any action or decision  affecting his own separate
interest as a  Participant,  former  Participant  or  Beneficiary.  Section 7.4.
Disqualification  . The fact that any  member of the  Committee  is a  Director,
shareholder or officer of a Company or a Participant  or  Beneficiary  shall not
disqualify  him from  doing  any act or thing  which  this  Plan  authorizes  or
requires him to do as a member of the Committee (except as otherwise provided in
Section 7.3) or render him  accountable  for any  allowance or  distribution  or
other pecuniary or material profit or advantage received by him.

     Section 7.5.  Powers . The Committee  shall have the power to construe this
Plan and to  determine  all  questions  of fact or law arising  under it. It may
correct any defect,  supply any omission or reconcile any  inconsistency in this
Plan in such manner and to such extent as it may deem expedient  and,  except as
otherwise  provided  by the Act,  it shall be the sole and  final  judge of such
expediency.   Except  as  otherwise  provided  in  Section  7.9,  all  acts  and
determinations  of the  Committee  made in good  faith  within  the scope of its
authority  shall be final and  conclusive  on all the parties  hereto and on all
Employees,  Participants and their  Beneficiaries,  surviving spouses or estates
hereunder and shall not be subject to appeal or review.

     Section 7.6.  Discrimination  Prohibited . The Committee shall not take any
action or direct  the  Trustee  to take any  action  with  respect to any of the
benefits  provided  hereunder or otherwise in pursuance of the powers  conferred
herein upon the Committee  which would be  discriminatory  in favor of Employees
who are  officers,  Directors,  shareholders,  persons  whose  principal  duties
consist  of  supervising  the  work of other  Employees  or  Highly  Compensated
Employees or which would result in benefiting  one (1)  Participant  or group of
Participants  at  the  expense  of  another  or  in  discrimination  as  between
Participants  similarly  situated or in the  application  of different  rules to
substantially-similar sets of facts.

     Section 7.7.  Statements  and Forms . The Committee  shall be authorized to
require of a Company and of any person  claiming any rights  hereunder a written
statement of any information or the execution of any forms or instruments it may
deem necessary or desirable for the administration of this Plan.

     Section 7.8. Liability . Except as otherwise provided by the Act, no member
of the  Committee  shall be  directly  or  indirectly  responsible  or under any
liability by reason of any action or default by him as a member of the Committee
or the exercise of or failure to exercise any power or discretion as such member
except  for his own fraud or bad faith  shown in the  exercise  of or failure to
exercise  such  power or  discretion,  and no member of the  Committee  shall be
liable in any way for the acts or defaults of any other  member.  The  Committee
may consult  with  counsel (who may, but need not, be counsel to a Company or to
the Trustee) or accountants  selected by it and, except as otherwise provided by
the Act, the opinion of such counsel or the  recommendations of such accountants
shall be full and complete  authority and  protection  for any action or conduct
pursued by the  Committee in good faith and in  accordance  with such opinion or
recommendations.

     Section 7.9.  Determination of Right to Benefits . The Committee shall make
all  determinations  as to the  right  of any  person  to a  benefit  under  the
provisions  of this Plan.  Any denial by the  Committee  of a claim for benefits
under this Plan by an Employee or, if  deceased,  by such  Employee's  spouse or
other Beneficiary,  shall be stated in writing by the Committee and delivered or
mailed to the Employee, spouse or other Beneficiary,  as the case may be, within
ninety (90) calendar days after receipt of such benefit claim by the  Committee.
Such  notice  shall set forth  the  specific  reasons  for the  denial  and such
additional  information as is required under Section 503 of the Act,  written to
the best of the Committee's  ability in a manner that may be understood  without
legal or actuarial counsel. In addition, the Committee shall afford a reasonable
opportunity to any Employee,  spouse or other  Beneficiary,  as the case may be,
whose claim for benefits has been denied,  for a review of the decision  denying
the claim in accordance with Section 503 of the Act.

     Section  7.10.  Investment  Directions  .  The  Committee  may  direct  the
investment of the Fund, by written directions to the Trustee, but such direction
shall not be inconsistent with the provisions of this Plan, of the Act or of the
Code.

     Section 7.11. Voting Power . Except as otherwise  provided in Section 8.17,
the Committee  shall be authorized  to vote,  either in person or by proxy,  the
Stock or other securities which are held by the Trustee as part of the Fund.


                                  ARTICLE VIII
                                  THE TRUSTEE

     Section  8.1.  Assets Held in Trust . The  Trustee  shall hold the Fund and
shall  accept  and  hold  all  contributions  thereto  and all  investments  and
reinvestments thereof in trust for the persons ultimately entitled thereto under
the terms of this Plan.

     Section  8.2.  Investments  . This Plan is designed to invest  primarily in
shares of Stock.  Except as otherwise  provided in this Plan,  the Trustee shall
invest the cash  contributed or accruing to the Fund in Stock and shall not make
any other  investment for the Fund.  There shall be no limit on the  permissible
investment  in shares of Stock.  The Trustee may  purchase  such shares of Stock
from the Holding Company or from any other source,  and such shares of Stock may
be  outstanding,  newly-issued or treasury  shares.  All such purchases shall be
made at fair market value (as determined  consistent with Section 5.1(a)). If no
shares  of Stock are  available  for  purchase,  the  Trustee  may  retain  cash
uninvested or may invest all or any part thereof in any other investment if such
retention or investment is prudent  under all the facts and  circumstances  then
prevailing.  The  Trustee  shall  have  the  power  at any  time to  enter  into
legally-binding  agreements  to  purchase  shares  of Stock  from any  person or
entity,  whether or not such person or entity  shall own such shares of Stock at
the date such purchase  agreement is entered into,  including but not limited to
Participants in and Beneficiaries of this Plan, except as otherwise  provided in
the Act and in Treasury  Regulations ss.  54.4975-11(a)(7).  Except as otherwise
required by Section  6.12,  the  purchase  price set forth in any such  purchase
agreement  shall be  determined by the fair market value of such shares of Stock
at the date of purchase (as determined consistent with Section 5.1(a)).

     Section 8.3.  Directions  of Committee . The powers  granted to the Trustee
under this Plan shall be exercised by the Trustee in its sole discretion. Except
as provided in Section 8.20, the Committee may at any time and from time to time
by written  direction to the Trustee require the Trustee to invest in, to retain
or to dispose of any security or other form of investment as may be specified in
such  direction,  limited,  however,  to investments  permitted under this Plan,
under the Act and under the Code. Neither the Trustee nor any other person shall
be under any duty to question any such written  direction of the Committee,  and
the  Trustee  shall as  promptly  as  possible  comply  with  any  such  written
direction. Any such direction may be of a continuing nature or otherwise and may
be revoked in writing by the  Committee  at any time.  The Trustee  shall not be
liable in any manner or for any reason for the making,  retention or disposition
of any investment pursuant to the lawful written direction of the Committee.

     Section 8.4. Receipt of Additional Shares . Any securities  received by the
Trustee as a stock split or a stock dividend or as a result of a  reorganization
or other  recapitalization  shall be allocated as of each  Valuation Date in the
same manner as the Stock to which it is attributable  is then allocated.  If any
rights, warrants or options are issued on common shares or other securities held
in the Fund, the Trustee shall  exercise them for the  acquisition of additional
common shares or other securities to the extent that cash is then available. Any
common shares or other  securities  acquired in this fashion shall be treated as
common shares or other securities  bought by the Trustee for the net price paid.
Any  rights,  warrants  or options on common  shares or other  securities  which
cannot  be  exercised  for  lack of cash  may be sold by the  Trustee  with  the
proceeds  thereof  treated as a current  cash  dividend  received on such common
shares or other securities.

     Section  8.5.  Delivery of  Materials  to  Committee . Except as  otherwise
provided in Section 8.17 and Section 8.20, the Trustee shall deliver or cause to
be delivered to the Committee copies of all notices,  prospectuses and financial
statements relating to investments held in the Fund.

     Section  8.6.  Powers . The  Trustee  shall have  power with  regard to all
property in the Fund at any time and from time to time:

          (a)  to sell, convey, transfer,  mortgage,  pledge, lease, exchange or
               otherwise dispose of the same,  without the necessity of approval
               of any court therefor or notice to any person,  natural or legal,
               thereof and without  obligation on the part of any person dealing
               with  the  Trustee  to see to the  application  of any  money  or
               property delivered to it;

          (b)  except as otherwise  provided in Section  7.11,  Section 8.17 and
               Section   8.20,  to  exercise  any  and  all  rights  or  options
               pertaining  to any share of Stock  held as part of the  assets of
               the Fund and to enter into  agreements  and  consent to or oppose
               the  reorganization,   consolidation,   merger,  readjustment  of
               financial  structure  or sale of  assets  of any  corporation  or
               organization, the securities of which are held in the Fund;

          (c)  except as  otherwise  provided  in Section  4.5,  to collect  the
               principal  and income of such  property as the same shall  become
               due and payable and to give binding receipt therefor;

          (d)  to take such action,  whether by legal  proceedings,  compromise,
               abandonment or otherwise, as the Trustee, in its sole discretion,
               shall  deem  to be in the  best  interest  of the  Fund,  but the
               Trustee  shall be under no  obligation  to take any legal  action
               unless it shall have been first indemnified by the Companies with
               respect to any  expenses  or losses to which it may be  subjected
               through taking such action;

          (e)  to register any  securities and to hold any other property in the
               Fund in its own name or in the name of a nominee  with or without
               the addition of words  indicating  that such  securities or other
               property are held in a fiduciary capacity;

          (f)  pending the selection or the purchase of suitable  investments or
               the  payment  of  expenses  or the  making of any  other  payment
               required or permitted under this Plan, to retain in or to convert
               to cash,  without  liability  for  interest  or any other  return
               thereon,  such  portion of the Fund as it shall  deem  reasonable
               under the circumstances, including, but not by way of limitation,
               the power to retain  sufficient cash to permit the acquisition of
               large blocks of shares of Stock as the same may from time to time
               become available for purchase;

          (g)  to borrow from banks or similar lending  institutions  reasonable
               sums of money for the purchase of shares of Stock for the Company
               Contributions  Accounts of  Participants  in accordance  with the
               provisions of Section 8.7;  provided,  however,  that the Trustee
               may not borrow from itself or from an affiliated institution even
               if the Trustee is a bank or similar lending institution except to
               the extent specifically permitted by the Act and by the Code; and

          (h)  to do all other acts in its judgment  necessary or desirable  for
               the proper  administration of the Trust and permissible under the
               Act and under the Code  although the power to do such acts is not
               specifically set forth herein.

     Section 8.7.  Loans to the Trust . The  following  conditions  shall be met
with respect to any Exempt Loan to the Trust:

     Clause (a). Interest . The rate of interest on any Exempt Loan shall not be
in excess of a reasonable rate of interest.  At the date an Exempt Loan is made,
the interest rate for the Exempt Loan and the price of any shares of Stock to be
purchased  with the Exempt Loan proceeds  shall not be such that the Plan assets
might be drained off.

     Clause (b).  Use of Proceeds . The proceeds of an Exempt Loan shall be used
within a  reasonable  time after  receipt by the  Trustee  for any or all of the
following purposes:

                    (i)  to acquire Stock;

                    (ii) to repay that Exempt Loan; or

                    (iii) to repay a prior Exempt Loan.

Except as otherwise provided in Section 6.12 and Section 6.13, no Stock acquired
with Exempt Loan  proceeds  shall be subject to a put, call or other option or a
buy-sell or similar  arrangement  while held by the Trustee and when distributed
from this Plan.

     Clause (c).  Terms of Exempt Loan . The terms of each Exempt Loan shall be,
at the time that Exempt Loan is made,  as favorable to this Plan as the terms of
a comparable loan resulting from arm's-length  negotiations  between independent
parties.  Each Exempt Loan shall be for a specific term and shall not be payable
at the demand of any person, except in the case of default.

     Clause  (d).  Collateral  . Any  collateral  pledged  to the  lender by the
Trustee shall consist only of Stock  purchased  with the borrowed funds or Stock
that was used as collateral  for a prior Exempt Loan repaid with the proceeds of
the current Exempt Loan; provided, however, that in addition to such collateral,
the Companies may guarantee the repayment of an Exempt Loan.

     Clause (e).  Limited  Recourse . Under the terms of each Exempt  Loan,  the
lender  shall not have any  recourse  against the Fund or the Trust  except with
respect to the collateral.

     Clause (f). Repayment . No person entitled to payment under any Exempt Loan
shall have any right to assets of the Fund or the Trust other than:

                    (i)  collateral given for that Exempt Loan;

                    (ii) contributions  (other than contributions of Stock) that
                         are made by the Companies  under this Plan to meet this
                         Plan's obligations under that Exempt Loan;

                    (iii)earnings   attributable  to  such  collateral  and  the
                         investment of such contributions; and

                    (iv) to the extent  directed  by the Holding  Company  under
                         Section 4.5,  cash  dividends  on  allocated  shares of
                         Stock.

Payments made with respect to an Exempt Loan by the Trustee during any Plan Year
shall not exceed an amount equal to the sum of such  contributions  and earnings
received  during or prior to that Plan Year  less such  payments  in prior  Plan
Years. Such  contributions and earnings shall be accounted for separately in the
books of account of this Plan and Trust until that Exempt Loan is repaid.

     Clause (g).  Agreement by Companies . The Companies  shall agree in writing
with the Trustee to  contribute  to the Fund  amounts  sufficient  to enable the
Trustee to pay each installment of principal and interest on each Exempt Loan on
or before  the date  such  installment  is due,  even if no tax  benefit  to the
Companies results from such contribution.

     Clause (h). Release of Collateral . All assets of the Fund acquired by this
Plan and Trust with Exempt Loan proceeds and all collateral pledged to secure an
Exempt Loan shall be held in a suspense account and considered encumbered by the
Exempt  Loan.  For each Plan Year  during the  duration of an Exempt  Loan,  the
number of assets to be released from encumbrance and withdrawn from the suspense
account shall be based upon the ratio that the payment of principal and interest
on that Exempt Loan for that Plan Year bears to the total projected  payments of
principal  and  interest  over the  duration of the Exempt Loan  period.  Assets
released  from  encumbrance  and  withdrawn  from the suspense  account shall be
allocated to the various Company Contributions  Accounts in the Plan Year during
which such  portion is paid off and in the same manner as if the assets had been
obtained by the Trustee when no Exempt Loan was involved. Income with respect to
shares of Stock  acquired  with Exempt Loan  proceeds  and held in the  suspense
account shall be allocated to Company  Contributions  Accounts  along with other
income  earned by the Fund,  except to the extent that such income is to be used
to repay an Exempt Loan.

     Clause (i).  Default . In the event of any default upon an Exempt Loan, the
value of Trust assets  transferred in satisfaction of that Exempt Loan shall not
exceed the amount of the default.  If the lender is a disqualified person within
the meaning of Section 4975(e)(2) of the Code, the Exempt Loan shall provide for
a  transfer  of Trust  assets  upon  default  only upon and to the extent of the
failure  of the  Trustee  to meet the  payment  schedule  of that  Exempt  Loan;
provided,  however,  that the  making of a  guarantee  shall not make a person a
lender within the meaning of this Clause (i).

     Clause (j).  Termination of Plan . Upon a complete  termination of the Plan
but only to the extent permitted by the Code and the Act, any unallocated  Stock
shall be sold to the Corporation at a price no less than fair market value or on
the open  market.  To the extent  permitted by Code and the Act, the proceeds of
such sale shall be used to satisfy any  outstanding  Exempt Loan and the balance
of any funds  remaining  shall be  allocated  as  income  to each  Participant's
Company  Contributions  Account based on the proportion  that the  Participant's
Company  Contributions Account balance as of the immediately preceding Valuation
Date  bears to the  aggregate  Company  Contributions  Account  balances  of all
Participants as of the immediately preceding Valuation Date.

     Section 8.8. Annual Accounting . At least annually the Trustee shall render
to the Committee a written account of its  administration of the Fund during the
period since the  establishment of this Plan or the last accounting  thereafter.
Pursuant to this  requirement,  Stock acquired by the Trustee shall be accounted
for as provided in Treasury Regulations ss. 1.402(a)-1(b)(2)(ii). Unless written
notice of disapproval is furnished to the Trustee by the Committee within ninety
(90) calendar  days after receipt of such account,  such account shall be deemed
to have been approved.

     Section 8.9. Audit . In the case of any  disapproval as provided in Section
8.8 and unless a  satisfactory  corrected  written  account is  furnished to the
Committee, an audit of the Trustee's account shall be made by a certified public
accountant  selected jointly by the Holding Company and the Trustee,  but at the
expense of the Companies. Upon completion of any such audit, the inaccuracies in
the Trustee's account, if any, shall be corrected to conform to such audit and a
corrected  written  account  shall be delivered to the Committee by the Trustee.
Except as  otherwise  provided  by the Act,  an  approved  account or an account
corrected  pursuant  to such an  audit  shall  be  final  and  binding  upon the
Companies  and upon all other  persons  who shall  then or  thereafter  have any
interest under this Plan.

     Section 8.10.  Uncertainty Concerning Payment of Benefits . In the event of
any  dispute or  uncertainty  as to the  person to whom  payment of any funds or
other  property  shall be made under this Plan,  the  Trustee  may,  in its sole
discretion,  withhold such payment or delivery until such dispute or uncertainty
shall have been  determined or resolved by a court of competent  jurisdiction or
otherwise settled by the parties concerned.

     Section 8.11.  Compensation . The Trustee shall be entitled to receive fair
and reasonable compensation for its services hereunder,  taking into account the
amount and nature of its services and the responsibilities  involved,  and shall
also be entitled to be reimbursed  for all  reasonable  out-of-pocket  expenses,
including,  but  not by way  of  limitation,  legal,  actuarial  and  accounting
expenses and all costs and expenses  incurred in  prosecuting  or defending  any
action  concerning this Plan or the Trust or the rights or  responsibilities  of
any person  hereunder,  brought  by or  against  the  Trustee.  Such  reasonable
compensation  and expenses shall be paid by the Companies as provided in Section
3.4.

     Section 8.12. Standard of Care . The Trustee shall use its best judgment in
exercising  any duties or powers or in taking any action  hereunder and shall be
bound at all times to act in good faith and in accordance with all  requirements
imposed  under the Act and under the Code.  Except as otherwise  provided by the
Act,  the  Trustee  shall  not  incur  any  liability  by reason of any error of
judgment,  mistake of law or fact or any act or omission  hereunder of itself or
of any  agent,  proxy or  attorney  so long as it has acted in good  faith.  The
Trustee  may act on any paper or  document  believed  by it to be genuine and to
have been signed and  presented  by the proper  person.  The Trustee may consult
with counsel (who may,  but need not, be counsel to a Company),  accountants  or
actuaries  selected by it and,  except as  otherwise  provided  by the Act,  the
written  opinion  of  such  counsel  or  the  written  recommendations  of  such
accountants or actuaries shall be full and complete authority and protection for
any action or conduct  pursued  by the  Trustee in good faith and in  accordance
with such written opinion or  recommendations.  Except as otherwise  provided by
the Act, the Trustee  shall not be liable for any action taken by it pursuant to
the written direction of the Committee.

     Section  8.13.   Request  for   Instructions   .  In  addition  to  written
instructions  relating to valuation and except as otherwise  provided in Section
8.20, at any time the Trustee may, by written request, seek written instructions
from the  Committee on any matter and may await such written  instructions  from
the Committee  without  incurring any liability  whatsoever.  If at any time the
Committee should fail to give written directions to the Trustee, the Trustee may
act, and shall be protected in acting, without such written directions,  in such
manner as in its sole  discretion  seems  appropriate  and  advisable  under the
circumstances for carrying out the purposes of the Trust.

     Section 8.14.  Resignation  of Trustee . The Trustee may resign at any time
by giving sixty (60) calendar days' prior written notice to the Holding Company,
and the Trustee may be removed, with or without cause, by the Holding Company on
sixty (60)  calendar  days'  prior  written  notice to the  Trustee.  Such prior
written  notice may be waived by the party entitled to receive it. Upon any such
resignation  or removal  becoming  effective,  the Trustee  shall  render to the
Committee  a written  account of its  administration  of the Fund for the period
since the last written  accounting  and shall do all necessary  acts to transfer
the assets of the Fund to the successor Trustee or Trustees.

     Section 8.15. Vacancies in Trusteeship . In the event of any vacancy in the
trusteeship of the Trust hereby  created,  the Holding Company may designate and
appoint a qualified successor Trustee or Trustees. Any such successor Trustee or
Trustees shall have all the powers herein conferred upon the original Trustee.

     Section 8.16.  Information to Be Furnished . The Companies shall furnish to
the Trustee,  and the Trustee shall furnish to the Companies,  such  information
relevant to this Plan and Trust as may be required  under the Code and under the
Act. The Trustee shall keep such records, make such identification and file with
the Internal Revenue Service and with the U.S.  Department of Labor such returns
and other  information  concerning  this Plan and Trust as may be required of it
under the Code and under the Act. The Companies  shall fulfill any reporting and
disclosure  obligations  imposed on it by the Act, and each Participant shall be
given any reports  required  by the Act. To the extent that the Trustee  assumes
any such Company  obligations,  it may charge a reasonable  fee for its services
apart from its normal fee and its expenses as provided in Section 8.11.

     Section 8.17.  Voting Rights of  Participants  . Each  Participant  (or, if
applicable,  his  Beneficiary)  shall have the right to direct the Trustee as to
the manner in which voting  rights of shares of Stock which are allocated to his
Company  Contributions Account are to be exercised with respect to any corporate
matter which  involves the voting of such shares with respect to the approval or
disapproval  of  any  corporate  merger  or   consolidation,   recapitalization,
reclassification,  liquidation, dissolution, sale of substantially all assets of
a trade or business, or such similar transactions which may be prescribed by the
Secretary of Treasury in regulations.  Each Participant (or, if applicable,  his
Beneficiary) shall also have the right to direct the Trustee as to the manner in
which  voting  rights of shares of Stock  which  are  allocated  to his  Company
Contributions  Account are to be exercised at any time the Holding Company has a
class of securities  that are required to be registered  under Section 12 of the
Securities  Exchange  Act of 1934 or that would be required to be so  registered
except for the exemption from  registration  provided by Section  12(g)(2)(H) of
the Securities  Exchange Act of 1934. In all other cases, the Committee shall be
authorized to vote the Stock held by the Trustee as part of the Fund as provided
in Section 7.11. Not less than thirty (30) calendar days prior to each annual or
special  meeting of shareholders of the Holding Company at which one (1) or more
Participants  are entitled to vote shares of Stock  allocated  to their  Company
Contributions  Accounts  under this Section 8.17,  the Trustee shall cause to be
prepared and delivered to each such Participant who has a Company  Contributions
Account as of the record date  established by the Holding  Company a copy of the
notice of the meeting and form of proxy directing the Trustee as to how it shall
vote at such meeting or at any  adjournment  thereof with respect to each issue.
Upon receipt of such proxies,  the Trustee shall vote or may grant the Committee
a proxy to vote the shares of Stock in accordance  with the proxies  received by
the Participants.  The shares of Stock for which no direction is received by the
Participant  (or, if applicable,  his Beneficiary) or held by the Trustee in any
unallocated  account  shall be  voted in  proportion  to the  voting  directions
received by the  Trustee  with  respect to the  allocated  shares of Stock.  The
Trustee shall take steps to keep a Participant's voting directions  confidential
and shall not provide them to the Companies.

     Section 8.18. Delegation of Authority . The Trustee may delegate any of its
ministerial  powers or duties  under this  Plan,  including  the  signing of any
checks drawn on the Fund, to any of its agents or employees.

     Section  8.19.   Diversification   of  Company   Contributions   Account  .
Notwithstanding  anything contained in Article VI to the contrary, a Participant
who has attained  age  fifty-five  (55) and who has  completed at least ten (10)
years of  participation  in this Plan shall be  permitted to elect that during a
six (6) year period  beginning  with the Plan Year during  which he had obtained
age  fifty-five  (55) or, if later,  during which he completed  his tenth (10th)
year of participation in this Plan a portion of his vested Company  Contribution
Account be  distributed.  In the first (1st) Plan Year for which the Participant
has  an  election  under  this  Section  8.19,  the   Participant  may  elect  a
distribution  of  up  to  twenty-five   percent  (25%)  of  his  vested  Company
Contribution Account as of the end of such Plan Year. In the second (2nd), third
(3rd),  fourth (4th) and fifth (5th) Plan Year for which the  Participant has an
election  under this Section  8.19,  the  Participant  may elect a  distribution
which,  when  aggregated  to any  earlier  distributions  made by reason of this
Section 8.19,  does not exceed  twenty-five  percent (25%) of the vested balance
held in his  Company  Contribution  Account  as of the end of the Plan  Year for
which the election is made. In the final Plan Year for which a  Participant  has
an election under this Section 8.19, the Participant may elect a distribution of
an amount which,  when aggregated with any other  distribution made by reason of
this Section 8.19,  does not exceed fifty  percent  (50%) of his vested  Company
Contribution  Account balance as of the end of such Plan Year. The Trustee shall
provide  Participants  eligible  for an election  under this  Section  8.19 with
information relating to the election before the end of the first (1st) Plan Year
for which the election relates. A Participant electing a distribution under this
Section 8.19 shall have until the  ninetieth  (90th)  calendar  day  immediately
following  the end of the Plan Year for which the  election  is made to make his
election.  Any distribution made by reason of this Section 8.19 shall be in cash
and shall be made within one hundred and eighty  (180)  calendar  days after the
end of the Plan  Year  for  which  the  election  is  made.  In lieu of the cash
distributions  provided for in this  Section,  the Company may instead  offer to
eligible Participants three (3) investment options under this Plan that meet the
requirements  set forth in Code Section  401(a)(28) and regulations  promulgated
thereunder to which the amounts subject to the diversification election could be
transferred.

     Section  8.20.  Tender Offer . Each  Participant  (or, if  applicable,  his
Beneficiary) shall have the right to direct the Trustee as to whether the shares
of Stock  which are  allocated  to his Company  Contributions  Account are to be
tendered pursuant to any tender offer made for the Stock of the Holding Company.
The  Trustee  shall as soon as  practical  (and in no event  later than five (5)
calendar days) after its receipt of the tender offer documents shall cause to be
prepared and delivered to each Participant (and, if applicable, his Beneficiary)
who has a Company  Contributions  Account as of the date of the  tender  offer a
copy of all relevant  information as to the tender offer and a written  election
form which will direct the Trustee as to whether it should  tender the shares of
Stock held in such Participant's  Company  Contributions  Account. The shares of
Stock for which no direction is received by the Participant  (or, if applicable,
his  Beneficiary)  or held by the Trustee in any  unallocated  account  shall be
tendered in proportion to the tendering  directions received by the Trustee with
respect to the allocated shares of Stock. The Trustee shall take steps to keep a
Participant's decision whether or not to tender shares of Stock confidential and
shall not provide the information to the Companies.

                                   ARTICLE IX
                       AMENDMENT, TERMINATION AND MERGER

     Section 9.1.  Amendment . Except for such amendments as are permitted under
this Section 9.1 and as otherwise  provided in Section 1.17 and Section 9.3, the
Trust is  irrevocable.  The Bank  reserves the right to amend this Plan,  at any
time and from time to time, in whole or in part,  including without  limitation,
retroactive amendments necessary or advisable to qualify this Plan and the Trust
under  the  provisions  of  Sections  401(a)  and  501(a)  of  the  Code  or the
corresponding provisions of any similar statute hereafter enacted.  However, the
Bank's  right to amend  this  Plan  shall  remain at all  times  subject  to the
provisions of Section 9.4. Further, no amendment of this Plan shall:

          (a)  alter, change or modify the duties, powers, or liabilities of the
               Trustee hereunder without their written consent;

          (b)  permit  any  part  of the  Fund to be  used  to pay  premiums  or
               contributions  of the Companies under any other employee  benefit
               plan   maintained  by  the  Companies  for  the  benefit  of  its
               Employees;

          (c)  effect any discrimination among the Participants;

          (d)  change the vesting schedule in Section 6.3 or, if applicable,  in
               Section 11.4 unless each  Participant  whose Period of Service is
               three (3) or more years as of the effective date of the amendment
               is permitted to elect,  within sixty (60)  calendar days after he
               is notified by the Committee of his rights under this  Subsection
               (d), to have his vested  interest  determined  without  regard to
               such amendment;

          (e)  decrease  the  accrued  benefit  of any  Participant  unless  the
               amendment  is  approved  by the  Department  of Labor  because of
               substantial  business  hardship;  or (f) decrease a Participant's
               Company  Contributions  Account  balance or eliminate an optional
               form of  distribution  for the accrued  benefits of a Participant
               determined as of the date of the amendment.

     Section 9.2. Termination or Complete  Discontinuance of Contributions . The
Companies are not and shall not be under any obligation or liability  whatsoever
to continue their  contributions  pursuant to this Plan or to maintain this Plan
for any given  length of time,  except as  otherwise  provided in Section 8.7. A
Company may, in its sole discretion,  discontinue Company  contributions to this
Plan  completely,  except as otherwise  provided in Section 8.7, with or without
notice,  or  partially or totally  terminate  this Plan in  accordance  with its
provisions at any time without any liability  whatsoever for such discontinuance
or  termination.  If this Plan shall be  partially or totally  terminated  or if
contributions of a Company shall be completely  discontinued,  the rights of all
Participants  directly  affected  by the  partial  or total  termination  or the
complete discontinuance of contributions in their Company Contributions Accounts
shall  thereupon  become fully vested and  non-forfeitable  notwithstanding  any
other  provisions  of this Plan.  However,  the Trust shall  continue  until all
Participants'  Company Contributions  Accounts have been completely  distributed
to, or for the benefit of, the Participants in accordance with this Plan.

     Section 9.3.  Determination by Internal  Revenue Service .  Notwithstanding
any other provisions of this Plan, if the Internal Revenue Service shall fail or
refuse to issue a favorable written  determination or ruling with respect to the
initial  qualification of this Plan and the initial  exemption of the Trust from
tax under Sections  401(a) and 501(a) of the Code,  the Trustee shall,  within a
reasonable time after receiving a written direction from the Committee to do so,
return  to  the  Companies  the  current  value  of  all  Company  contributions
theretofore made. As a condition to such repayment, the Companies shall execute,
acknowledge  and  deliver  to the  Trustee  its  written  undertaking,  in  form
satisfactory to the Trustee, to indemnify,  defend and hold the Trustee harmless
from all claims,  actions,  demands,  or liabilities  arising in connection with
such  repayment.  If for any reason the Key  District  Director of the  Internal
Revenue Service should at any time after initial  qualification  fail to approve
any of the terms,  conditions  or  amendments  contained in or implied from this
Plan and Trust for  continuing  qualification  and tax exemption  under Sections
401(a)  and  501(a)  of the  Code,  then the  Holding  Company  shall  make such
modifications,  alterations  and  amendments  of this Plan as are  necessary  to
retain such approval and such modifications, alterations and amendments shall be
effective  retroactively  to the  Effective  Date  or to such  later  date as is
required to retain such approval.

     Section 9.4. Nonreversion . Except as otherwise provided in Section 3.1 and
Section 9.3:

          (a)  The Bank shall have no power to amend or to  terminate  this Plan
               in such a manner which would cause or permit any part of the Fund
               to be diverted to purposes  other than for the exclusive  benefit
               of  Participants  or,  if  deceased,  of  their  spouse  or other
               Beneficiaries or as would cause or permit any portion of the Fund
               to revert to or to become the property of the Companies, and

          (b)  The Bank  shall  have no right to  modify  or to amend  this Plan
               retroactively in such a manner as to deprive any Participants, or
               if deceased, their spouses or other Beneficiaries of any benefits
               to  which  they  are  entitled  under  this  Plan  by  reason  of
               contributions  made by the Companies prior to the modification or
               amendment,  unless such modification or amendment is necessary to
               meet the qualification requirements of Sections 401(a) and 501(a)
               of the Code.

     Section 9.5. Merger . The Bank shall have the right, by action of its Board
of  Directors,  to merge or to  consolidate  this Plan with,  or to transfer the
assets or liabilities of the Fund to, any other  qualified  retirement  plan and
trust at any time,  except that no such merger,  consolidation or transfer shall
be  authorized  unless  each  Participant  in this Plan would  receive a benefit
immediately  after  the  merger,  consolidation  or  transfer  (if  the  merged,
consolidated or transferred plan and trust then terminated)  equal to or greater
than the  benefit to which he would have been  entitled  immediately  before the
merger, consolidation or transfer (if this Plan then terminated).

                                    ARTICLE X
                                 MISCELLANEOUS

     Section  10.1.  Creation of Plan  Voluntary  . The Plan  hereby  created is
purely voluntary on the part of the Companies and, except as otherwise  provided
in Section 8.7, any Company may suspend or discontinue payments hereunder at any
time or from time to time as it may decide in accordance with Section 10.17, but
no suspension or discontinuance shall operate  retroactively with respect to the
rights of any Participant hereunder or his spouse or other Beneficiary.

     Section  10.2.  No  Employment  Contract . Except as may be required by the
Act, no  contributions  or other payments  under this Plan shall  constitute any
contract  on the part of the  Company to continue  such  contributions  or other
payments hereunder.  Participation  hereunder shall not give any Participant the
right to be retained in the  service of the  Companies  or any right or claim to
any benefits  hereunder unless the right to such benefits has accrued under this
Plan.  All  Participants  shall  remain  subject  to  assignment,  reassignment,
promotion,  transfer,  layoff,  reduction,   suspension  and  discharge  by  the
Companies to the same extent as if this Plan had never been established.

     Section 10.3. Limitation on Rights Created . Nothing contained in this Plan
or any  modification  of the  same or act  done in  pursuance  hereof  shall  be
construed as giving any person  whomsoever any legal or equitable  right against
the  Companies,  the  Committee,  the Trustee or the Fund,  unless  specifically
provided herein or granted by the Act.

     Section 10.4.  Waiver of Claims . Except as otherwise  provided by the Act,
no  liability  whatsoever  shall  attach to or be incurred  by any  shareholder,
officer  or  Director,  as such,  of the  Companies  under or by  reason  of any
provision of this Plan or any act with  reference to this Plan,  and any and all
rights and claims thereof,  as such,  whether arising at common law or in equity
or created by statute,  constitution or otherwise,  are hereby  expressly waived
and released to the fullest extent permitted by law by every  Participant and by
his  spouse  or  other  Beneficiary  as a  condition  of  and  as  part  of  the
consideration  for the  payments  by the  Companies  under this Plan and for the
receipt of benefits hereunder.

     Section 10.5.  Spendthrift  Provision . To the fullest extent  permitted by
law, none of the benefits, payments, accounts, funds or proceeds of any contract
held hereunder shall be subject,  voluntarily or involuntarily,  to any claim of
any creditor of any Participant or of his spouse or other Beneficiary, nor shall
the same be subject  to  attachment,  garnishment  or other  legal or  equitable
process by any creditor of a Participant or of his spouse or other  Beneficiary,
nor shall any Participant or his spouse or other  Beneficiary  have any right to
alienate,  anticipate,  commute,  pledge,  encumber or assign any such benefits,
payments,  accounts,  funds or  proceeds  of any such  contract.  The  preceding
sentence shall also apply to the creation,  assignment or recognition of a right
to any benefit  payable  with  respect to a  Participant  pursuant to a domestic
relations  order,  unless such order is  determined  to be a qualified  domestic
relations order as defined in Section 414(p) of the Code. It is the intention of
the Companies that benefit  payments  hereunder shall be made only at the times,
in the amounts and to the  distributees  as specified in this Plan regardless of
any marital  dissolution,  bankruptcy or other legal  proceedings  to which such
distributees may be a party to the fullest extent permitted by law.

     Section 10.6. Payment of Benefits to Others . If any person to whom benefit
payments  are due or  payable  under  this Plan  shall be unable to care for his
affairs  because of illness or  accident,  any such  payment may be made (unless
prior claim thereto shall have been made by a  duly-qualified  guardian or other
legal  representative) to the spouse,  parent,  brother,  sister or other person
deemed by the Committee,  in its sole  discretion,  to have incurred expense for
such  person and on such terms as the  Committee,  in its sole  discretion,  may
impose.  Any such  payment  and any  payment  to a  Participant  or to his legal
representative or, if deceased, to his spouse or other Beneficiary made pursuant
to  the  provisions  of  this  Plan  shall  to the  extent  thereof  be in  full
satisfaction  of all claims arising  hereunder  against this Plan, the Fund, the
Committee, the Trustee and the Companies.

     Section  10.7.  Payments  to Missing  Persons . If the Trustee is unable to
effect  delivery of any amounts  payable under this Plan to the person  entitled
thereto or, upon such person's death, to such person's personal  representative,
they shall so advise the  Committee  in writing,  and the  Committee  shall give
written  notice by  certified  mail to said person at the last known  address of
such person as shown in the Companies'  records.  If such person or the personal
representative  thereof shall not have  responded to the Committee  within three
(3) years from the date of mailing such certified  notice,  the Committee  shall
direct the Trustee to distribute  such amount,  including any amount  thereafter
becoming  due to such  person or the  personal  representative  thereof,  in the
manner  provided in Section 6.7 with respect to the death of a Participant  when
there is no valid designation of Beneficiary on file.

     Section 10.8.  Severability  . If any provisions of this Plan shall be held
illegal or invalid for any  reason,  such  illegality  or  invalidity  shall not
affect the remaining part of this Plan and it shall be construed and enforced as
if such illegal or invalid  provisions had never been inserted  herein.

     Section 10.9.  Captions . Titles of Articles,  Sections and Clauses  herein
are for general information only and shall be ignored in any construction of the
provisions hereof.

     Section  10.10.  Construction  . Words  in the  masculine  gender  shall be
construed to include the  feminine  gender in all cases where  appropriate,  and
words in the  singular or plural  shall be  construed  as being in the plural or
singular where appropriate.

     Section  10.11.  Counterparts  . This Plan may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original.  All  the
counterparts  shall  constitute  but one (1) and the same  instrument and may be
sufficiently evidenced by any one (1) counterpart.

     Section 10.12.  Indemnification  . The Companies  shall  indemnify and hold
harmless each member of the Committee and any individual  Trustee who is also an
Employee  of the  Company  from any and all claims,  loss,  damage,  expense and
liability  arising  from any act or omission  of such member or Trustee,  as the
case may be,  except  when the same is  judicially  determined  to be due to the
fraud or bad faith of such member or Trustee, as the case may be, if possible.

     Section 10.13.  Standards of Interpretation  and Administration . This Plan
and the Fund held hereunder  shall be for the exclusive  benefit of Employees of
the Companies and their spouses or other Beneficiaries and defraying  reasonable
costs of  administration.  This Plan shall be interpreted and  administered in a
manner  consistent with the requirements of the Code relating to qualified stock
bonus plans and trusts and the requirements imposed by the Act. Wherever in this
Plan discretionary  powers are given to any party or wherever any interpretation
may be necessary,  such powers shall be exercised and such interpretation  shall
be made in a  non-discriminatory  manner and in  conformity  with the  fiduciary
duties imposed under Section 404 of the Act.

     Section  10.14.  Governing  Law . Except as otherwise  provided by the Act,
this Plan shall be administered and construed and its validity  determined under
the laws of the State of Indiana.

     Section 10.15. Successors and Assigns . This Plan shall be binding upon the
successors and assigns of the Companies and of the Trustee.

     Section 10.16.  Adoption of Plan . Any  corporation,  who together with the
Bank,  constitutes a member of a controlled group of corporations  under Section
414(b) of the Code,  with the approval of the Board of Directors of the Bank may
adopt this Plan and participate as a Company in this Plan by the execution of an
instrument of adoption of this Plan which shall specify the Effective Date as to
such party. A listing of the  subsidiaries  and affiliates who have adopted this
Plan is shown as Appendix A.

     Section  10.17.  Withdrawal  from Plan . Any  Company in this Plan may,  by
resolution  of its Board of Directors or other  governing  body,  withdraw  from
participation as a Company in this Plan.

                                   ARTICLE XI
                             TEFRA TOP-HEAVY RULES

     Section 11.1. Application . The rules set forth in this Article XI shall be
applicable  with respect to any Plan Year  beginning  on or after the  Effective
Date in which this Plan is determined to be a Top-Heavy  Plan. The provisions of
this  Article XI shall be applied  only to the extent  necessary  to comply with
Section 416 of the Code and in a manner consistent with all requirements imposed
under Section 416 of the Code.

     Section  11.2.  Determination  . This Plan shall be  considered a Top-Heavy
Plan  with  respect  to any  Plan  Year  if as of the  Anniversary  Date  of the
immediately  preceding Plan Year or, if the determination is to be made for this
Plan's first (1st) Plan Year, the last calendar day of the first (1st) Plan Year
(the "determination date"):

          (a)  the  present  value of the  Accrued  Benefits  (as  such  term is
               defined  in  Section  11.3) of Key  Employees  (as  such  term is
               defined  below)  exceeds sixty percent (60%) of the present value
               of the Accrued  Benefits of all  Employees  and former  Employees
               (other  than  former  Key  Employees  (as  such  term is  defined
               below));  provided,  however,  that the  Accrued  Benefits of any
               Participant  who has not  completed  an Hour of  Service  for the
               Company during a five (5) year period ending on the determination
               date (as such term is defined above) shall be disregarded, or

          (b)  this Plan is part of a required  aggregation  group (as such term
               is  defined  below)  and  the  required   aggregation   group  is
               top-heavy;

provided,  however, that this Plan shall not be considered a Top-Heavy Plan with
respect to any Plan Year in which this Plan is part of a required or  permissive
aggregation group (as such terms are defined below) which is not top-heavy.  For
purposes of this Article XI, the term "Key Employee"  shall include for any Plan
Year any  Employee or former  Employee  who at any time during that Plan Year or
any of the four (4) preceding Plan Years is:

          (c)  an officer of a Company whose Section 415  Compensation  from the
               Companies  is greater  than fifty  percent  (50%) of the  maximum
               dollar  limitation  under  Section  415(b)(1)(A)  of the  Code in
               effect for the calendar year in which the determination  date (as
               such term is defined above) falls,

          (d)  one (1) of the ten (10) Employees owning (or considered as owning
               within  the  meaning  of  Section  318 of the Code)  the  largest
               interest in a Company whose ownership interest in that Company is
               at least  one-half  of one percent  (0.5%) and whose  Section 415
               Compensation  from the  Companies is equal to or greater than the
               maximum dollar limitation under Section  415(c)(1)(A) of the Code
               in effect for the calendar year in which the  determination  date
               (as such term is defined above) falls; provided, however, that if
               two (2)  Employees  have  the same  interest  in a  Company,  the
               Employee whose annual Section 415 Compensation from the Companies
               is greater  shall be treated as having a larger  interest  in the
               Company,

          (e)  a five percent (5%) owner (determined  without regard to Sections
               414(b),(c) and (n) of the Code) of a Company,

          (f)  a one percent (1%) owner  (determined  without regard to Sections
               414(b),(c)  and (n) of the Code) of a Company  whose  Section 415
               Compensation  from the  Companies is in excess of one hundred and
               fifty thousand dollars ($150,000);

provided,  however,  that the  Beneficiary  of any  deceased  Employee or of any
deceased  former  Employee  who was included as a Key Employee by reason of this
Section 11.2 shall also be included as a Key Employee;  provided,  further, that
an individual shall only be included as a Key Employee to the extent required by
Section 416(i) of the Code. For purposes of this Article XI, "Non-Key  Employee"
is any Employee or former  Employee who is not a Key  Employee.  For purposes of
determining  who is a key  employee,  Section  415  Compensation  shall  include
amounts  deferred or redirected by an Employee  pursuant to Sections  401(k) and
125 of the  Code.  For  purposes  of  this  Section  11.2,  the  term  "required
aggregation group" shall include:

          (g)  all qualified retirement plans maintained by a Company in which a
               Key  Employee (as such term is defined  above) is a  participant;
               provided,  however,  that the term "required  aggregation  group"
               shall also  include all  qualified  retirement  plans  previously
               maintained by a Company but  terminated  within the five (5) year
               period ending on the determination  date (as such term is defined
               above) in which a key  employee  (as such term is defined  above)
               was a participant; and

          (h)  any other  qualified  retirement  plans  maintained  by a Company
               which  enable  any  qualified   retirement   plan   described  in
               Subsection  (g)  above  to  meet  the   requirements  of  Section
               401(a)(4) or of Section 410 of the Code.

For purposes of this Section 11.2, the term "permissive aggregation group" shall
include all qualified  retirement plans that are part of a required  aggregation
group (as such term is defined above) and any other qualified  retirement  plans
maintained by a Company if such group will continue to meet the  requirements of
Section 401(a)(4) and of Section 410 of the Code.

     Section 11.3.  Accrued  Benefits . For purposes of this Article XI, Accrued
Benefits  with  respect  to  any  Plan  Year  shall  be  determined  as  of  the
determination  date (as such term is defined in Section 11.2) for that Plan Year
based on the  Company  Contributions  Account  balances  as of the  most  recent
Valuation  Date within a  consecutive  twelve (12) month  period  ending on such
determination date; provided,  however,  that such Company Contributions Account
balances shall be adjusted to the extent  required by Section 416 of the Code to
increase  the  Company  Contributions  Accounts  balances  by the  amount of any
Company  Contributions  made and allocated  after the  Valuation  Date but on or
before such  determination  date and by any  distributions  made to Participants
prior to the Valuation  Date during any of the five (5)  consecutive  Plan Years
immediately  preceding the Plan Year for which the  determination  as to whether
this Plan is a  Top-Heavy  Plan is being made  (including  distributions  from a
terminated  plan  which if not  terminated  would  have been part of a  required
aggregation  group (as such term is defined in Section  11.7)) and to reduce the
Company  Contributions  Account  balances  by any  rollovers  or  plan  to  plan
transfers  made to this Plan before the Valuation  Date which are initiated by a
Participant  from any  qualified  retirement  plan  maintained  by an  unrelated
employer and by any deductible employee contributions.

     Section  11.4.  Vesting  Provisions .  Notwithstanding  the  provisions  of
Section 6.3,  with respect to any Plan Year in which this Plan is  determined to
be a Top-Heavy  Plan,  a  Participant's  Accrued  Benefit  which is derived from
Company  Contributions  shall  vest in  accordance  with the  following  vesting
schedule if it would result in a larger vested  percentage  than the  percentage
determined under Section 6.3:

                  Period of Service             Vested Percentage
                  -----------------             -----------------
               Less than three (3) years                0

               Three (3) years or more                100%

provided,  however,  that if this Plan becomes a Top-Heavy Plan and subsequently
ceases to be such:

          (a)  the vesting schedule shown above shall continue to apply but only
               with respect to Participants  whose Period of Service is as least
               three (3) years as of the Anniversary Date of the final Top-Heavy
               Plan Year,

          (b)  the vesting schedule shown above shall continue to apply but only
               with respect to the Accrued Benefits of all other Participants as
               of the Anniversary Date of the final Top-Heavy Plan Year, and

          (c)  the vesting schedule in Section 6.3 shall apply to any additional
               Accrued Benefits of the Participants  described in Subsection (b)
               above  which  accrue  after  the  Anniversary  Date of the  final
               Top-Heavy Plan Year.

     Section 11.5.  Minimum  Contribution  .  Notwithstanding  the provisions of
Section  4.2,  with  respect to any Plan Year in which this Plan is a  Top-Heavy
Plan,  the Company  contributions  for such Plan Year shall be  allocated in the
following order of priority:

          (a)  first, among the Company  Contributions  Accounts of all eligible
               Participants   who  had  not  separated  from  service  with  the
               Companies as of the Anniversary Date of that Plan Year regardless
               of the  number  of  Hours  of  Service  completed  by  each  such
               Participant  during  that Plan Year  according  to the ratio that
               each  Participant's  Compensation for that Plan Year bears to the
               total  Compensation  of  all  eligible  Participants;   provided,
               however,  that the  portion of the  Company  contributions  to be
               allocated  pursuant to this Subsection (a) shall not exceed three
               percent   (3%)  of  the  total   Compensation   of  all  eligible
               Participants for that Plan Year;

          (b)  next, the remaining portion, if any, of the Company contributions
               for such Plan Year shall be allocated in accordance  with Section
               4.2;

provided,  however,  that if a  Participant  also  participates  in a  top-heavy
defined  benefit plan,  he shall receive the minimum  benefit for such Plan Year
under the defined benefit plan.

This Plan has been  adopted  by the Bank and the  Trustee on this day of , 2001,
but is to be effective as of January 1, 2001.

                                     MICHIGAN CITY SAVINGS AND LOAN
                                       ASSOCIATION


                                     By:
                                        ----------------------------------------
                                     Its:
                                         ---------------------------------------

Attest:

By:
         ----------------------------
Its:
         ----------------------------


                                     CITY SAVINGS FINANCIAL CORPORATION


                                     By:
                                        ----------------------------------------
                                     Its:
                                         ---------------------------------------

Attest:

By:
         ----------------------------
Its:
         ----------------------------




<PAGE>



                                                                     APPENDIX A



                       CITY SAVINGS FINANCIAL CORPORATION
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                           (EFFECTIVE JANUARY 1, 2001)


                         LIST OF PARTICIPATING COMPANIES



     The  employers  included as  participating  employers  in the City  Savings
Financial Corporation Employee Stock Ownership Plan are as follows:


    Name of Employer                             Effective Date of Participation

1.  City Savings Financial Corporation                   January 1, 2001

2.  Michigan City Savings and Loan Association           January 1, 2001

3.  City Savings Financial Services, Inc.                January 1, 2001