RESOLUTIONS ADOPTED BY
                            THE BOARD OF DIRECTORS OF
                           LOGANSPORT FINANCIAL CORP.
                                ON JULY 14, 1998

         RESOLVED,  that Section 5(e) of the Logansport  Financial  Corp.  Stock
Option  Plan (the  "Option  Plan")  shall be amended to read in its  entirety as
follows:

                  (e)  Termination  of Option.  If an  Optionee  (other  than an
         Outside  Director)  ceases to be an employee of the Holding Company and
         the Subsidiaries  for any reason other than  retirement,  permanent and
         total  disability  (within the meaning of ss. 22(e)(3) of the Code), or
         death,  any option granted to him shall forthwith  terminate.  Leave of
         absence  approved by the Committee  shall not  constitute  cessation of
         employment.  If an Optionee (other than an Outside  Director) ceases to
         be an employee of the Holding Company and the Subsidiaries by reason of
         retirement,  any option granted to him may be exercised by him in whole
         or in part within three (3) years after the date of his retirement,  to
         the  extent the option  was  otherwise  exercisable  at the date of his
         retirement; provided, however, that if such employee remains a director
         or director emeritus of the Holding Company,  the option granted to him
         shall  continue  to vest  while he serves  as a  director  or  director
         emeritus  and may be  exercised  by him in whole or in part  until  the
         later of (a) three (3) years after the date of his  retirement,  or (b)
         six months after his service as a director or director  emeritus of the
         Holding Company terminates. (The term "retirement" as used herein means
         such  termination  of employment  as shall  entitle such  individual to
         early or normal  retirement  benefits  under any then existing  pension
         plan of the Holding  Company or a  Subsidiary.)  If an Optionee  (other
         than an  Outside  Director)  ceases to be an  employee  of the  Holding
         Company  and  the   Subsidiaries  by  reason  of  permanent  and  total
         disability (within the meaning of ss. 22(e)(3) of the Code), any option
         granted to him may be  exercised  by him in whole or in part within one
         (1) year after the date of his  termination  of employment by reason of
         such disability whether or not the option was otherwise  exercisable at
         the date of such  termination.  Options  granted to  Outside  Directors
         shall  cease to be  exercisable  six (6)  months  after  the date  such
         Outside  Director is no longer a director  or director  emeritus of the
         Holding Company or its  Subsidiaries for any reason other than death or
         disability.  If an Optionee who is an Outside  Director  ceases to be a
         director  or  a  director  emeritus  of  the  Holding  Company  or  its
         Subsidiaries by reason of disability,  any option granted to him may be
         exercised  in whole or in part  within  one (1) year after the date the
         Optionee  ceases to be a director  or a director  emeritus by reason of
         such disability, whether or not the option was otherwise exercisable at
         such date. In the event of the death of an Optionee while in the employ
         or service as a director or director emeritus of the Holding Company or
         a Subsidiary,  or, if the Optionee is not an Outside  Director,  within
         three (3) years after the date of his  retirement  (or,  if later,  six
         months  following his  termination of service as a director or director
         emeritus of the Holding Company or its  subsidiaries) or within one (1)
         years after the  termination  of his  employment by reason of permanent
         and total disability  (within the meaning of ss. 22(e)(3) of the Code),
         or, if the Optionee is an Outside Director, within six (6) months after
         he is no longer a director or director  emeritus of the Holding Company
         or its  Subsidiaries  for reasons other than  disability or, within one
         (1) year after the  termination of his service by reason of disability,
         any option  granted to him may be  exercised in whole or in part at any
         time within one (1) years after


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         the date of such death by the executor or  administrator  of his estate
         or by the  person  or  persons  entitled  to the  option  by will or by
         applicable laws of descent and distribution until the expiration of the
         option  term is fixed by the  Committee,  whether or not the option was
         otherwise  exercisable  at the date of his death.  Notwithstanding  the
         foregoing  provisions  of this  subsection  (e), no option shall in any
         event be  exercisable  after the  expiration of the period fixed by the
         Committee in accordance with subsection (b) above.

         FURTHER  RESOLVED,  that the foregoing  amendment to the Option Plan be
applied to outstanding stock options and that the Corporation's  officers notify
the current  holders of stock options  granted under the Plan of this  amendment
and advise them of its impact on the vesting of their stock options.