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


         FURTHER RESOLVED, that Section 3.09 of the Logansport Savings Bank, FSB
Recognition  and Retention  Plan and Trust (the "RRP") be amended to read in its
entirety as follows:

                  3.09.  "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 Bank 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 Bank, if such Employee,  Director or Director Emeritus were covered
         by that Plan.

         FURTHER  RESOLVED,  that  Section 3.12 of the RRP be amended to read in
its entirety as follows:

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

         FURTHER  RESOLVED,  that a new Section 3.19 be added to the RRP to read
in its entirety as follows:

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

         FURTHER  RESOLVED,  that  Sections  7.01(a)  and  7.01(b) of the RRP be
revised to read in their entirety as follows:

     (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 Bank 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.



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     (b)  Exception for Termination 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,  Bank 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,  Bank or an Affiliate as a result of
          such death or Disability.  If the  Recipient's  service as an Employee
          and as a Director or Director  Emeritus  terminates  due to Disability
          within one year of the effective  date of the  Conversion,  the Shares
          earned by the Recipient may not be disposed of by the Recipient during
          the one-year period  following the Conversion,  and stock  certificate
          legends to that effect may be placed on the stock certificates for any
          such shares.

         FURTHER  RESOLVED,  that the second sentence of Section 9.02 of the RRP
be amended to read in its entirety as follows:

                  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.

         FURTHER RESOLVED,  that the foregoing  amendments to the RRP be applied
to outstanding RRP awards and that the Corporation notify the current recipients
of RRP awards and advise them of the impact of the  amendments on the vesting of
their RRP's.