Exhibit 10(3)


                   MICHIGAN CITY SAVINGS AND LOAN ASSOCIATION
                    RECOGNITION AND RETENTION PLAN AND TRUST

                                    ARTICLE I
                       ESTABLISHMENT OF THE PLAN AND TRUST

     1.01  Michigan City Savings and Loan  Association  hereby  establishes  the
Recognition  and  Retention  Plan (the "Plan") and Trust (the  "Trust") upon the
terms and conditions  hereinafter  stated in this Recognition and Retention Plan
and Trust Agreement (the "Agreement").

     1.02  The  Trustee,  which  initially  shall be  Fifth  Third  Association,
Indiana,  hereby accepts this Trust and agrees to hold the Trust assets existing
on the date of this Agreement and all additions and accretions  thereto upon the
terms and conditions hereinafter stated.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

     2.01 The purpose of the Plan is to retain directors and executive  officers
in key positions by providing  such persons with a  proprietary  interest in the
Holding Company (as hereinafter defined) as compensation for their contributions
to the Holding Company and to the Association and its Affiliates (as hereinafter
defined)  and as an  incentive  to make such  contributions  and to promote  the
Holding Company's and the Association's growth and profitability in the future.


                                   ARTICLE III
                                   DEFINITIONS

     The  following  words and  phrases  when used in this Plan with an  initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun and the singular shall include the plural.

     3.01  "Affiliate"  means the  Holding  Company  and those  subsidiaries  or
affiliates of the Holding Company or the Association  which, with the consent of
the Board, agree to participate in this Plan.

     3.02 "Association" means Michigan City Savings and Loan Association and its
successors, whether in mutual or stock form.

     3.03 "Beneficiary" means the person or persons designated by a Recipient to
receive any  benefits  payable  under the Plan in the event of such  Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or, if none, his estate.

     3.04 "Board" means the Board of Directors of the Association.

     3.05  "Committee"  means the Stock  Compensation  Committee of the Board of
Directors of the Holding Company. At all times during its administration of this
Plan,  the  Committee  shall  consist of two or more  directors  of the  Holding
Company,  each of whom shall be a "Non-Employee  Director" within the meaning of
the  definition  of that term  contained  in  Regulation  16b-3  ("Rule  16b-3")
promulgated  under the  Securities  Exchange Act of 1934,  as amended (the "1934
Act").

     3.06 "Common Stock" means shares of the common stock, without par value, of
the Holding Company.

     3.07  "Conversion"  shall mean the conversion of the  Association  from the
mutual to stock form of  organization  and the  simultaneous  acquisition of the
Association by the Holding Company.

     3.08 "Director" means a member of the Board of Directors of the Association
or the Holding Company.

     3.09 "Director  Emeritus" shall mean an honorary,  non-voting member of the
Board of Directors of the Association or the Holding Company.

     3.10  "Disability"  means any physical or mental impairment which qualifies
an Employee,  Director or Director  Emeritus for  disability  benefits under the
applicable  long-term  disability  plan  maintained  by  the  Association  or an
Affiliate,  or, if no such plan  applies,  which would  qualify  such  Employee,
Director  or Director  Emeritus  for  disability  benefits  under the  long-term
disability plan  maintained by the  Association,  if such Employee,  Director or
Director Emeritus were covered by that Plan.

     3.11  "Employee"  means  any  person  who  is  currently  employed  by  the
Association or an Affiliate, including officers.

     3.12 "Holding  Company" shall mean City Savings Financial  Corporation,  an
Indiana corporation.

     3.13  "Outside  Director"  means a member of the Board of  Directors of the
Association or the Holding Company, who is not also an Employee and who may be a
Director or Director Emeritus.

     3.14  "Plan  Shares"  means  shares of Common  Stock  held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.

     3.15 "Plan Share Award" or "Award" means a right granted under this Plan to
earn Plan Shares.

     3.16 "Plan  Share  Reserve"  means the  shares of Common  Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

     3.17 "Recipient"  means an Employee or Outside Director who receives a Plan
Share Award under the Plan.

     3.18 "Trustee"  means that  person(s) or entity  nominated by the Committee
and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal title
to the Plan assets for the purposes set forth herein.


                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     4.01 Role of the Committee.  The Plan shall be administered and interpreted
by the Committee, which shall have all of the powers allocated to it in this and
other Sections of the Plan. The interpretation and construction by the Committee
of any provisions of the Plan or of any Plan Share Award granted hereunder shall
be final and binding.  The Committee  shall act by vote or written  consent of a
majority of its members.  Subject to the express  provisions and  limitations of
the Plan, the Committee may adopt such rules,  regulations  and procedures as it
deems  appropriate  for the conduct of its affairs.  If permitted by  applicable
law,  the  Committee,  with the  consent of  Recipients,  may change the vesting
schedule  for  Awards  after  the date of grant  thereof.  The  Committee  shall
recommend  to the Board one or more  persons  or  entities  to act as Trustee in
accordance  with the  provisions of this Plan and Trust and the terms of Article
VIII hereof.

     4.02 Role of the Board.  The members of the Committee and the Trustee shall
be  appointed  or approved  by, and will serve at the  pleasure of, the Board of
Directors of the Holding Company.  The Board of Directors of the Holding Company
may in its discretion  from time to time remove members from, or add members to,
the Committee, and may remove, replace or add Trustees.

     4.03 Limitation on Liability.  Neither a Director nor the Committee nor the
Trustee shall be liable for any determination made in good faith with respect to
the Plan or any Plan Shares or Plan Share Awards granted under it. If a Director
or the  Committee or any Trustee is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of anything done or
not  done  by him in such  capacity  under  or with  respect  to the  Plan,  the
Association shall indemnify such person against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in the best interests
of the  Association  and its Affiliates and, with respect to any criminal action
or  proceeding,  if he had no  reasonable  cause  to  believe  his  conduct  was
unlawful.


                                    ARTICLE V
                        CONTRIBUTION; PLAN SHARE RESERVE

     5.01 Amount and Timing of Contributions. The Association shall be permitted
to  contribute  to the Trust an amount  sufficient  to  purchase up to 4% of the
shares of Common  Stock  issued by the Holding  Company in  connection  with the
Conversion  (including  any shares  issued at the time of the  Conversion to the
private  foundation  being  created in  connection  with the  Conversion).  Such
amounts shall be paid to the Trustee no later than the date required to purchase
shares of Common  Stock for Awards  made under this Plan.  No  contributions  by
Employees or Outside Directors shall be permitted.

     5.02 Initial  Investment.  Any amounts held by the Trust until such amounts
are invested in accordance  with Section 5.03,  shall be invested by the Trustee
in such  interest-bearing  account or accounts at the Association as the Trustee
shall determine to be appropriate.

     5.03 Investment of Trust Assets; Creation of Plan Share Reserve. As soon as
practicable  following  the first  shareholder  meeting of the  Holding  Company
following the Conversion ("First  Shareholder  Meeting Date"), the Trustee shall
invest all of the Trust's  assets  exclusively in the number of shares of Common
Stock,  designated by the  Association as subject to Awards made under the Plan,
which may be purchased directly from the Holding Company, on the open market, or
from any other source;  provided,  however that the Trust shall not invest in an
amount of Common Stock  greater than 4.0% of the shares of the Common Stock sold
in the Conversion  (including any shares issued at the time of the Conversion to
the private  foundation being created in connection with the Conversion),  which
shall  constitute  the "Plan Share  Reserve" and  provided,  further that if the
Trustee is  required  to  purchase  such  shares on the open  market or from the
Holding  Company  for an amount  per share  greater  than the price per share at
which shares were trading on the date the  contributions  therefor  were made to
the Trust,  the  Association  shall have the  discretion to reduce the number of
shares to be awarded and purchased.  The Trust may hold cash in interest-bearing
accounts  pending  investment  in Common  Stock for periods of not more than one
year after  deposit.  The  Trustee,  in  accordance  with  applicable  rules and
regulations  and Section 5.01 hereof,  shall purchase  shares of Common Stock in
the open market  and/or shall  purchase  authorized  but unissued  shares of the
Common  Stock from the  Holding  Company  sufficient  to acquire  the  requisite
percentage of shares.  Any earnings received or distributions  paid with respect
to  Common  Stock  held  in  the  Plan  Share   Reserve  shall  be  held  in  an
interest-bearing  account.  Any  earnings  received or  distributions  paid with
respect  to Common  Stock  subject  to a Plan  Share  Award  shall be held in an
interest-bearing account on behalf of the individual Recipient.

     5.04  Effect of  Allocations,  Returns  and  Forfeitures  Upon  Plan  Share
Reserves.  Upon the allocation of Plan Share Awards under Sections 6.02 and 6.03
after  acquisition  by the  Trustee  of  such  shares,  or the  decision  of the
Committee to return Plan Shares to the Holding  Company,  the Plan Share Reserve
shall be reduced by the number of Plan  Shares so  allocated  or  returned.  Any
shares  subject to an Award which may not be earned  because of a forfeiture  by
the  Recipient  pursuant to Section  7.01 shall be returned  (added) to the Plan
Share Reserve.


                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

     6.01  Eligibility.  Employees and Outside Directors are eligible to receive
Plan Share Awards provided in Section 6.02.

     6.02  Allocations.  The Committee may determine  which of the Employees and
Outside  Directors  referenced  in Section 6.01 above will be granted Plan Share
Awards and the number of Plan  Shares  covered by each Award,  including  grants
effective upon the First Shareholder Meeting Date, provided,  however,  that the
number of Plan  Shares  covered by such Awards may not exceed the number of Plan
Shares in the Plan Share Reserve  immediately prior to the grant of such Awards,
and  provided  further,  that in no event  shall any  Awards be made  which will
violate the Articles of Stock  Charter  Conversion,  Articles of  Incorporation,
Code of By-laws, or Plan of Conversion of the Holding Company or the Association
or any applicable  federal or state law or regulation and provided  further that
Awards may not be granted at any time in which the Association fails to meet its
applicable minimum capital requirements.  In the event Plan Shares are forfeited
for any reason and unless the Committee decides to return the Plan Shares to the
Holding  Company,  the Committee may, from time to time,  determine which of the
Employees or Outside Directors  referenced in Section 6.01 above will be granted
additional  Plan Share  Awards to be awarded  from  forfeited  Plan  Shares.  In
selecting those Employees or Outside Directors to whom Plan Share Awards will be
granted  and the number of Plan Shares  covered by such  Awards,  the  Committee
shall consider the position and  responsibilities  of the eligible  Employees or
Outside Directors, the length and value of their services to the Association and
its Affiliates,  the compensation  paid to such Employees or Outside  Directors,
and any other factors the Committee may deem relevant.

     6.03 Form of Allocation.  As promptly as practicable  after a determination
is made  pursuant  to Section  6.02 that a Plan Share  Award is to be made,  the
Committee  shall notify the Recipient in writing of the grant of the Award,  the
number of Plan  Shares  covered by the Award,  and the terms upon which the Plan
Shares subject to the Award may be earned. The stock certificates for Plan Share
Awards  shall be  registered  in the name of the  Recipient  until  forfeited or
transferred  to the  Recipient  after such Award has been earned.  The Committee
shall maintain records as to all grants of Plan Share Awards under the Plan.

     6.04 Allocations Not Required.  Notwithstanding anything to the contrary in
Sections 6.01 and 6.02, no Employee or Outside  Director shall have any right or
entitlement  to receive a Plan Share Award  hereunder,  such Awards being at the
total discretion of the Committee,  nor shall the Employees or Outside Directors
as a group have such a right.  The Committee may, with the approval of the Board
(or,  if so directed by the Board,  shall)  return all Common  Stock in the Plan
Share  Reserve not yet allocated to the Holding  Company at any time,  and cease
issuing Plan Share Awards.

     6.05. Distribution Election Before Plan Shares Are Earned.  Notwithstanding
anything  contained  in the Plan to the  contrary,  an  Employee  or an  Outside
Director  who has  received  an  allocation  of Plan Shares in  accordance  with
Article VI may request in writing that the Committee  authorize the distribution
to him or her of all or a portion of the Plan Shares  awarded before the date on
which the Plan Shares become earned in accordance with Article VII. The decision
as to whether to  distribute  to any  Employee or Outside  Director who requests
distribution  shall  be  made  by the  Committee,  in its  sole  discretion.  In
addition, the distribution shall be subject to the following parameters:

          (a)  The Committee shall be required to make a separate  determination
               for each request  received by an Employee or Outside Director for
               distribution.

          (b)  Any Plan Shares awarded shall be required to have a legend on the
               Plan  Shares  confirming  that the Plan  Shares  are  subject  to
               restriction  and transfer in accordance  with the terms set forth
               in the Plan.  This legend may not be removed  until the date that
               the Plan Shares become earned in accordance with Article VII.

          (c)  The Plan  Shares  distributed  shall be voted by the  Trustee  in
               accordance with Section 7.04.

          (d)  Any cash dividends or other cash  distributions paid with respect
               to the Plan  Shares  before  the date  that the Plan  Shares  are
               earned  shall be paid to the Trustee to be held for the  Employee
               or Outside Director, whichever is applicable, until the date that
               the Plan Shares are earned.

          (e)  At the date on which the Plan Shares are earned,  the Trustee may
               withhold from any cash dividends or other cash distributions held
               on behalf of such Employee or Outside  Director the amount needed
               to cover any applicable  withholding and employment taxes arising
               at the time that the Plan  Shares  are  earned.  If the amount of
               such cash dividends or distributions is insufficient, the Trustee
               may  require  the  Employee  or  Outside  Director  to pay to the
               Trustee the amount  required  to be  withheld  as a condition  of
               removing the legend on the Plan Shares.


                                   ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

     7.01 Earning Plan Shares; Forfeitures.

          (a)  General Rules. Plan Shares subject to an Award shall be earned by
               a Recipient at the rate of twenty  percent (20%) of the aggregate
               number  of  Shares  covered  by the Award at the end of each full
               twelve months of consecutive  service with the  Association or an
               Affiliate  after the date of grant of the  Award.  If the term of
               service of a Recipient  terminates as an Employee,  as a Director
               and as a Director  Emeritus  prior to the fifth  anniversary  (or
               such later date as the Committee shall  determine) of the date of
               grant of an Award for any reason (except as specifically provided
               in Subsection (b) below or in Section 4.01 hereof), the Recipient
               shall  forfeit the right to earn any Shares  subject to the Award
               which have not theretofore been earned.

               In  determining  the  number of Plan  Shares  which  are  earned,
               fractional  shares  shall be rounded  down to the  nearest  whole
               number,  provided that such fractional shares shall be aggregated
               and earned, on the fifth anniversary of the date of grant.

          (b)  Exception  for   Terminations   due  to  Death  and   Disability.
               Notwithstanding  the general rule  contained  in Section  7.01(a)
               above,  all Plan  Shares  subject to a Plan Share Award held by a
               Recipient  whose term of service as an Employee and as a Director
               or Director Emeritus with the Holding Company,  Association or an
               Affiliate  terminates due to death or Disability  shall be deemed
               earned as of the Recipient's last day of service with the Holding
               Company, Association or an Affiliate as a result of such death or
               Disability.

          (c)  Exception   for   Terminations   after  a  Change   in   Control.
               Notwithstanding  the general rule  contained  in section  7.01(a)
               above,  all Plan  Shares  subject to a Plan Share Award held by a
               Recipient  whose term of service as an Employee  with the Holding
               Company,  Association  or an Affiliate  terminates  involuntarily
               within 18 months  following a Change in Control or whose  service
               as a Director or Director Emeritus terminates involuntary (or who
               is  not  renominated  or  reelected  to  serve  on the  Board  of
               Directors  of the  Association  or the  Holding  Company  or as a
               Director  Emeritus of the  Association  or the  Holding  Company)
               within 18 months  following a Change of Control,  shall be deemed
               earned as of the Recipient's last day of service with the Holding
               Company,  Association  or  an  Affiliate.  For  this  purpose,  a
               material  diminution  of or  interference  with  the  Recipient's
               duties,  responsibilities  and  benefits  as an  employee  of the
               Holding  Company  or the  Association  shall be deemed  and shall
               constitute an  involuntary  termination of employment to the same
               extent as express  notice of such  involuntary  termination.  For
               this purpose,  "Change in Control" shall mean a change in control
               of the Holding Company or the Association,  within the meaning of
               12 C.F.R.  ss.574(a)  (other  than a change of control  resulting
               from a trustee or other fiduciary  holding shares of Common Stock
               under an  employee  benefit  plan of the  Holding  Company or the
               Association or any of its Affiliates).

          (d)  Revocation for Misconduct.  Notwithstanding  anything hereinafter
               to the contrary,  the Board may by resolution immediately revoke,
               rescind and terminate any Plan Share Award,  or portion  thereof,
               previously  awarded  under this Plan,  to the extent  Plan Shares
               have not been delivered  thereunder to the Recipient,  whether or
               not yet earned, in the case of an Employee who is discharged from
               the employ of the Holding  Company,  Association  or an Affiliate
               for cause (as hereinafter  defined),  or who is discovered  after
               termination  of  employment to have engaged in conduct that would
               have  justified  termination  for  cause  or,  in the  case of an
               Outside  Director  who is removed  from the Board of Directors of
               the Association and the Holding Company or an Affiliate for cause
               (as hereinafter  defined), or who is discovered after termination
               of  service  as an Outside  Director  to have  engaged in conduct
               which would have justified removal for cause.  "Cause" is defined
               as  personal  dishonesty,   willful  misconduct,  any  breach  of
               fiduciary duty involving personal profit,  intentional failure to
               perform stated duties, or the willful violation of any law, rule,
               regulation (other than traffic violations or similar offenses) or
               order which results in a loss to the Holding Company, Association
               or any Affiliate or in a final cease and desist order.

     7.02 Accrual of Dividends.  Whenever Plan Shares are paid to a Recipient or
Beneficiary  under Section 7.03,  such  Recipient or  Beneficiary  shall also be
entitled to receive,  with  respect to each Plan Share paid,  an amount equal to
any cash dividends or cash  distributions and a number of shares of Common Stock
or other assets equal to any stock dividends and any other assets  distributions
declared and paid with  respect to a share of Common Stock  between the date the
Plan Shares are being  distributed  and the date the Plan  Shares were  granted.
There shall also be distributed an appropriate  amount of net earnings,  if any,
of the Trust with respect to any cash  dividends or cash  distributions  so paid
out.  Until the Plan Shares are vested and  distributed to any such Recipient or
Beneficiary,  such dividends,  distributions and net earnings  thereon,  if any,
shall be retained by the Trust.

     7.03 Distribution of Plan Shares.

          (a)  Timing of  Distributions:  General  Rule.  Plan  Shares  shall be
               distributed to the Recipient or his Beneficiary,  as the case may
               be, as soon as practicable after they have been earned.

          (b)  Form of Distribution.  All Plan Shares,  together with any shares
               representing stock dividends, shall be distributed in the form of
               Common  Stock.  One share of Common Stock shall be given for each
               Plan Share earned and payable.  Payments representing accumulated
               cash  dividends  and cash or other  distributions  (and  earnings
               thereon)  shall be made in cash or in the  form of such  non-cash
               distributions.

          (c)  Withholding.  The  Trustee  may  withhold  from  any  payment  or
               distribution  made under this Plan sufficient  amounts of cash or
               shares of Common Stock to cover any  applicable  withholding  and
               employment   taxes,   and  if  the  amount  of  such  payment  is
               insufficient,   the  Trustee  may   require  the   Recipient   or
               Beneficiary  to pay to the  Trustee  the  amount  required  to be
               withheld  as  a  condition   of   delivering   the  Plan  Shares.
               Alternatively,  a Recipient may pay to the Trustee that amount of
               cash necessary to be withheld in taxes in lieu of any withholding
               of payments or distribution under the Plan. The Trustee shall pay
               over to the Holding  Company,  the Association or Affiliate which
               employs or employed such Recipient any such amount  withheld from
               or paid by the Recipient or Beneficiary.

          (d)  Cessation of Payment. The Trustee shall cease payment of benefits
               to Recipients or, if applicable, their Beneficiaries in the event
               of  the  Association's  insolvency.   The  Association  shall  be
               considered  insolvent for purposes of this RRP if the Association
               is unable to pay its debts as they become due or if a receiver is
               appointed for the Association  under  applicable law. If payments
               cease by reason of this  subsection,  payments  will be  resumed,
               with appropriate make-up payments, once the Association ceases to
               be insolvent  but only to the extent the  payments  were not made
               directly by the Association or its Affiliates.

     7.04 Voting of Plan  Shares.  All shares of Common  Stock held by the Trust
shall be voted by the  Trustee,  taking into  account the best  interests of the
Plan Share Award recipients.


                                  ARTICLE VIII
                                      TRUST

     8.01 Trust. The Trustee shall receive,  hold,  administer,  invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the  Plan  and  Trust  and the  applicable  directions,  rules,  regulations,
procedures and policies established by the Committee pursuant to the Plan.

     8.02  Management  of Trust.  It is the intent of this Plan and Trust  that,
subject  to the  provisions  of this  Plan,  the  Trustee  shall  have  complete
authority and discretion with respect to the management,  control and investment
of the Trust, and that the Trustee shall invest all assets of the Trust,  except
those attributable to cash dividends paid with respect to Plan Shares, in Common
Stock to the  fullest  extent  practicable,  and except to the  extent  that the
Trustee  determines  that the holding of monies in cash or cash  equivalents  is
necessary to meet the obligation of the Trust.  Neither the Holding Company, the
Association,  nor any Affiliate shall exercise any direct or indirect control or
influence  over the time when, or the prices at which,  the Trustee may purchase
such  shares,  the  number of shares to be  purchased,  the  manner in which the
shares are to be  purchased,  or the broker (if any) through whom the  purchases
may be executed.  In performing its duties,  the Trustee shall have the power to
do all things and execute such instruments as may be deemed necessary or proper,
including the following powers:

          (a)  To invest up to one hundred percent (100%) of all Trust assets in
               Common Stock without  regard to any law now or hereafter in force
               limiting  investments  for  Trustees  or other  fiduciaries.  The
               investment authorized herein and in paragraph (b) constitutes the
               only investment of the Trust, and in making such investment,  the
               Trustee is authorized  to purchase  Common Stock from the Holding
               Company or an  Affiliate or from any other source and such Common
               Stock so purchased may be outstanding,  newly issued, or treasury
               shares.

          (b)  To invest any Trust assets not  otherwise  invested in accordance
               with (a) above in such  deposit  accounts,  and  certificates  of
               deposit  (including those issued by the Association),  securities
               of any open-end or closed-end  management  investment  company or
               investment trust  registered under the Investment  Company Act of
               1940,  whether or not the Trustee or any affiliate of the Trustee
               is being  compensated  for providing  services to the  investment
               company or trust as investment advisor or otherwise,  obligations
               of the United  States  government  or its  agencies or such other
               investments as shall be considered the equivalent of cash.

          (c)  To sell,  exchange or  otherwise  dispose of any  property at any
               time held or acquired by the Trust.

          (d)  To cause  stocks,  bonds or other  securities to be registered in
               the name of a nominee,  without the addition of words  indicating
               that such security is an asset of the Trust (but accurate records
               shall be maintained showing that such security is an asset of the
               Trust).

          (e)  To hold cash  without  interest in such  amounts as may be in the
               opinion of the Trustee reasonable for the proper operation of the
               Plan and Trust and to hold cash pending investment.

          (f)  To  employ   brokers,   agents,   custodians,   consultants   and
               accountants.

          (g)  To hire counsel to render  advice with  respect to their  rights,
               duties and obligations  hereunder,  and such other legal services
               or representation as they may deem desirable.

          (h)  To hold  funds and  securities  representing  the  amounts  to be
               distributed  to a  Recipient  or  his  or  her  Beneficiary  as a
               consequence of a dispute as to the disposition  thereof,  whether
               in a  segregated  account or held in common with other  assets of
               the Trust.

     Notwithstanding  anything  herein  contained to the  contrary,  the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or give bond.

     8.03 Records and Accounts. The Trustee shall maintain accurate and detailed
records and accounts of all transactions of the Trust,  which shall be available
at all reasonable  times for inspection by any legally entitled person or entity
to the extent required by applicable law, or any other person  determined by the
Committee.

     8.04 Earnings. All earnings,  gains and losses with respect to Trust assets
shall be allocated,  in accordance  with a reasonable  procedure  adopted by the
Committee,  to bookkeeping  accounts for Recipients or to the general account of
the Trust,  depending on the nature and allocation of the assets generating such
earnings,  gains and losses.  In  particular,  any earnings on cash dividends or
distributions received with respect to shares of Common Stock shall be allocated
to accounts for Recipients,  if such shares are the subject of outstanding  Plan
Share  Awards,  or otherwise  to the Plan Share  Reserve.  Recipients  (or their
Beneficiaries)  shall not be  entitled  to any such  allocations  until the Plan
Share Awards to which they relate are vested and distributed to those Recipients
(or their Beneficiaries).

     8.05  Expenses.  All costs  and  expenses  incurred  in the  operation  and
administration of this Plan,  including those incurred by the Trustee,  shall be
borne by the Association or the Holding Company.

     8.06 Indemnification.  The Association shall indemnify, defend and hold the
Trustee harmless against all claims,  expenses and liabilities arising out of or
related to the exercise of the Trustee's  powers and the discharge of its duties
hereunder, unless the same shall be due to its negligence or willful misconduct.


                                   ARTICLE IX
                                  MISCELLANEOUS

     9.01 Adjustments for Capital  Changes.  The aggregate number of Plan Shares
available  for  issuance  pursuant to the Plan Share  Awards  (which,  as of the
effective  date of this Plan,  shall not exceed 4% of the shares of the  Holding
Company's Common Stock issued in the Conversion,  including any shares issued at
the time of the Conversion to the private foundation being created in connection
with the  Conversion),  and the number of shares to which any Plan  Share  Award
relates  shall be  proportionately  adjusted for any increase or decrease in the
total number of  outstanding  shares of Common Stock  issued  subsequent  to the
effective  date  of the  Plan  resulting  from  any  stock  dividend  or  split,
recapitalization,  merger, consolidation, spin-off, reorganization,  combination
or exchange of shares,  extraordinary  cash or non-cash  distribution,  or other
similar  capital  adjustment,  or other  increase  or  decrease  in such  shares
effected without receipt or payment of consideration, by the Committee.

     9.02 Amendment and  Termination  of Plan. The Board may, by resolution,  at
any time amend or  terminate  the Plan.  The power to amend or  terminate  shall
include the power to direct the Trustee to return to the Holding  Company all or
any part of the assets of the Trust,  including  shares of Common  Stock held in
the Plan  Share  Reserve,  as well as shares of  Common  Stock and other  assets
subject to Plan Share  Awards  but not yet  earned by the  Employees  or Outside
Directors to whom they are  allocated.  However,  the  termination  of the Trust
shall  not  affect a  Recipient's  right to the  distribution  of  Common  Stock
relating to Plan Share Awards already earned,  including  earnings  thereon,  in
accordance with the terms of this Plan and the grant by the Committee.

     9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall not
be  transferable  by a  Recipient  other than by will or the laws of descent and
distribution or pursuant to a qualified  domestic  relations order as defined by
the  Internal  Revenue  Code of 1986,  as  amended,  or Title I of the  Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, and
during the lifetime of the Recipient, Plan Shares may only be earned by and paid
to the  Recipient  who was  notified  in writing  of the Award by the  Committee
pursuant to Section 6.03.  The assets of the RRP, prior to the  distribution  of
Plan Shares to a Recipient  or his or her  Beneficiary,  shall be subject to the
claims of creditors of the  Association.  Unless Plan Shares are  distributed in
accordance  with Section 6.05 or 7.03 to a Recipient or his or her  Beneficiary,
such  Recipient or, if  applicable,  Beneficiary  shall not have any right in or
claim to any specific  assets of the RRP or Trust and shall only be an unsecured
creditor of the Association, nor shall the Holding Company or the Association be
subject to any claim for benefits hereunder.

     9.04  Employment  Rights.  Neither  the Plan nor any grant of a Plan  Share
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee or the Board in connection with the Plan shall create any right on the
part of any Employee to continue in the employ of, or of any Outside Director to
continue  in the  service  of,  the  Association,  the  Holding  Company  or any
Affiliate thereof.

     9.05 Voting and  Dividend  Rights.  No  Recipient  shall have any voting or
dividend  rights or other rights of a shareholder  in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.02 and
7.04 above, prior to the time said Plan Shares are actually distributed to him.

     9.06  Governing  Laws.  The Plan and Trust shall be governed by the laws of
the State of Indiana,  except to the extent  governed by federal law,  including
regulations of the Office of Thrift Supervision.  In particular,  grants of Plan
Share Awards under the Plan shall comply with the  requirements of 12 C.F.R. ss.
563b.3(g)(4)(vi) to the extent applicable thereto.

     9.07  Effective  Date.  This Plan shall be  effective as of the date of its
approval by the shareholders of the Holding Company.

     9.08 Term of Plan.  This Plan shall  remain in effect  until the earlier of
(1) 21 years from the effective  date of its adoption,  (2)  termination  by the
Board, or (3) the  distribution  of all assets of the Trust.  Termination of the
Plan shall not affect any Plan Share Awards previously granted,  and such Awards
shall  remain  valid and in effect  until they have been earned and paid,  or by
their terms expire or are forfeited.

     9.09 Tax Status of Trust. It is intended that the trust established  hereby
be treated as a grantor trust of the Association under the provisions of Section
671, et seq., of the Internal Revenue Code of 1986, as amended.

     9.10.  Compensation.  The Trustee  shall be  entitled  to receive  fair and
reasonable  compensation for its services hereunder, as agreed to by the Trustee
and the  Association,  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  the 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
Association or the Holding Company.

     9.11.  Resignation of Trustee. The Trustee may resign at any time by giving
sixty (60)  calendar  days' prior  written  notice to the  Association,  and the
Trustee may be removed,  with or without cause, by the Association 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  Association  a
written account of its  administration  of the Plan and the Trust for the period
since the last written  accounting  and shall do all necessary  acts to transfer
the assets of the Trust to the successor Trustee or Trustees.

     IN WITNESS  WHEREOF,  the Holding Company and the  Association  have caused
this Plan and Trust Agreement to be executed by their duly  authorized  officers
as of the ___ day of ____________, 2002.

                                     City Savings Financial Corporation


Attest: ________________________     By _________________________________
         (Name)                              (Name)





                                     Michigan City Savings and Loan Association



Attest: ________________________     By _________________________________
         (Name)                              (Name)


     IN WITNESS WHEREOF, I, ____________________, execute this agreement for and
on behalf of the Trustee,  accepting  and binding the Trustee to  undertake  and
perform the  obligations  and duties of the Trustee  hereunder and consenting to
the foregoing Plan and Trust Agreement.



                                     Fifth Third Association, Indiana


                                     By _________________________________