Exhibit 10(5)

                              EMPLOYMENT AGREEMENT


     This Agreement, made and dated as of December ___, 2001, by and between The
Michigan City Savings and Loan Association, an Indiana stock savings association
("Employer"),  and George L.  Koehm,  a  resident  of  LaPorte  County,  Indiana
("Employee")

                               W I T N E S S E T H

     WHEREAS,  Employee is employed by Employer as its  Treasurer/Controller and
has made valuable  contributions to the profitability and financial  strength of
Employer;

     WHEREAS,  Employer  desires  to  encourage  Employee  to  continue  to make
valuable  contributions  to Employer's  business  operations  and not to seek or
accept employment elsewhere;

     WHEREAS,  Employee  desires to be assured of a secure minimum  compensation
from Employer for his services over a defined term;

     WHEREAS,  Employer desires to assure the continued  services of Employee on
behalf of Employer on an objective and impartial  basis and without  distraction
or  conflict  of  interest  in the event of an  attempt  by any person to obtain
control  of  Employer  or  City  Savings  Financial  Corporation  (the  "Holding
Company"),  the Indiana corporation which owns all of the issued and outstanding
capital stock of Employer;

     WHEREAS,  Employer  recognizes that when faced with a proposal for a change
of control of Employer or the Holding Company,  Employee will have a significant
role in helping the Boards of  Directors  assess the options and  advising,  the
Boards of Directors on what is in the best  interests of Employer,  the Holding.
Company,  and its  shareholders,  and it is necessary for Employee to be able to
provide this advice and counsel without being influenced by the uncertainties of
his own situation;

     WHEREAS,  Employer  desires  to provide  fair and  reasonable  benefits  to
Employee on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS,   Employer  desires  reasonable  protection  of  its  confidential
business  and  customer  information  which it has  developed  over the years at
substantial  expense and assurance  that Employee will not compete with Employer
for a  reasonable  period  of time  after  termination  of his  employment  with
Employer, except as otherwise provided herein.

     NOW THEREFORE, in consideration of these premises, the mutual covenants and
undertakings  herein  contained  and the  continued  employment  of  Employee by
Employer as its  Treasurer/Controller,  Employer and Employee, each intending to
be legally bound, covenant and agree as follows:



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     1.  Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement, Employer employs Employee and Employee accepts such employment.

     2.  Employee  agrees to serve as  Employer's  Treasurer/Controller  or such
other  position  as may be  assigned  to him by the  Board of  Directors  or the
President  and to perform  such duties as may  reasonably  be assigned to him by
Employer' s President or Board of Directors; provided, however, that such duties
shall be  primarily  performed  in or from the  principal  offices  of  Employer
currently located at Michigan City,  Indiana,  or such substitute or replacement
location for the Employer's  principal offices,  wherever located;  and provided
further that such duties shall be of the same  general  nature and  character as
those  previously  performed by Employee.  Employee  shall not be required to be
absent  from the  location  of the  principal  executive  offices of Employer on
travel  status or  otherwise  more than 45 days in any calendar  year.  Employer
shall not,  without  the  written  consent of  Employee,  relocate  or  transfer
Employee  to a location  more than 30 miles  from  Employer's  current  offices.
Employee shall render services to Employer in substantially  the same manner and
to substantially  the same extent as Employee  rendered his services to Employer
before the date hereof.  While  employed with  Employer,  Employee  shall devote
substantially  all his business time and efforts to Employer's  business  during
regular business hours and shall not engage in any other related business.

     3. The term of this Agreement  shall begin on the date of completion of the
conversion  of  Employer  from mutual to stock form (the  "Effective  Date") and
shall end on the date  which is one (1) year  following  such  date,  subject to
earlier termination as provided herein (the "Term").

     4.  Employee  shall  receive  an annual  salary of  _______________________
("Base Compensation") payable at regular intervals in accordance with Employer's
normal payroll  practices now or hereafter in effect.  Employer may consider and
declare from time to time  increases in the salary it pays  Employee and thereby
increases in his Base Compensation.  Prior to a Change of Control,  Employer may
also declare  decreases in the salary it pays Employee if the operating  results
of Employer  are less  favorable  than those for the fiscal year ending June 30,
2001,  and  Employer  makes  similar  decreases  in the  salary it pays to other
executive  officers  of  Employer.  After a Change in  Control,  Employer  shall
consider and declare salary increases based upon the following standards:

         Inflation;
         Adjustments to the salaries of other senior management personnel; and
         Past performance of Employee and the contribution which Employee makes
         to the business and profits of Employer during the Term.

     Any and all  increases or decreases in Employee's  salary  pursuant to this
section shall cause the level of Base  Compensation to be increased or decreased
by the amount of each such increase or decrease for purposes of this  Agreement.
The  increased  or  decreased  level of Base  Compensation  as  provided in this
section  shall become the level of Base  Compensation  for the  remainder of the
Term of this  Agreement  until  there is a further  increase or decrease in Base
Compensation as provided herein.

                                       -2-

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     5. So long as Employee is employed by Employer  pursuant to this Agreement,
he shall be  included  as a  participant  in all  present  and  future  employee
benefit,  retirement,  and compensation  plans generally  available to executive
employees of Employer,  consistent with his Base Compensation including, without
limitation,  Employer's or the Holding Company's 401(k) plan, Stock Option Plan,
Recognition  and  Retention  Plan and  Trust,  Employee  Stock  Ownership  Plan,
hospitalization,  and group life insurance plans,  each of which Employer agrees
to continue in effect on terms no less favorable than those  currently in effect
as of the date hereof (as  permitted  by law) during the Term of this  Agreement
unless prior to a Change of Control the  operating  results of Employer are less
favorable  than those for the fiscal year ending June 30, 2001.  Notwithstanding
anything contained herein to the contrary,  if the Employer's Board of Directors
determines  that (either  before or after a Change of Control)  the  accounting,
legal,  or tax  treatment  of  such  plans  would  adversely  affect  Employer's
operating  results or financial  condition  in a material  way, and the Board of
Directors of Employer or the Holding  Company  concludes that  modifications  to
such  plans  need to be made to avoid such  adverse  effects,  then the Board of
Directors  may amend,  alter or revoke such plans,  including  Employee's  plans
proportionately.

     6. So long as Employee is employed by Employer  pursuant to this Agreement,
Employee shall receive  reimbursement from Employer for all reasonable  business
expenses  incurred in the course of his employment by Employer,  upon submission
to  Employer  of  written  vouchers,   statements,   bills,  receipts  or  other
documentation  as required  by  Employer' s policy  regarding  reimbursement  by
executive  employees or, in the absence of such policy, as reasonably  requested
by the  Employer's  President or its Board of Directors.  Employee shall attend,
upon the prior approval of Employer's President or its Board of Directors, those
professional  meetings,  conventions,  and/or  similar  functions  that  may  be
appropriate and useful for purposes of keeping  abreast of current  developments
in the industry and/or promoting the interests of Employer.  So long as Employee
is employed by Employer pursuant to the terms of this Agreement,  Employer shall
continue in effect  vacation  policies  applicable to Employee no less favorable
from his point of view than those  written  vacation  policies  in effect on the
date  hereof.  So long as Employee  is  employed  by  Employer  pursuant to this
Agreement,  Employee shall be entitled to office space and working conditions no
less favorable than were in effect for him on the date hereof.

     7.  Subject  to the  respective  continuing  obligations  of  the  parties,
including,  but not limited to, those set forth in subsections  9(A), 9(B), 9(C)
and 9(D) hereof,  Employee's  employment by Employer may be terminated  prior to
the expiration of the Term of this Agreement as follows:

     (A)  Employer,  by action of its Board of Directors and upon written notice
          to  Employee,   may  terminate  Employee's  employment  with  Employer
          immediately for cause. For purposes of this subsection  7(A),  "cause"
          shall be defined as (i) personal dishonesty, (ii) incompetence,  (iii)
          material misconduct,  (iv) breach of fiduciary duty involving personal
          profit,  (v) failure to perform  duties  required by his employment or
          failure to perform duties of his position,  (vi) willful  violation of
          any law, rule, or regulation (other than traffic violations or similar
          offenses)  or final  cease-and-desist  order,  (vii)  violation of any
          rule, prescription or requirement set out in Employer's

                                       -3-

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          Personnel Policy, if said Personnel Policy provides for termination of
          employment,  or (viii) any  material  breach of any  provision of this
          Agreement.  The date of termination  specified in such notice shall be
          no  later  than the last day of the  month  in which  such  notice  is
          provided to Employee.

     (B)  Employer,  by  action  of  its  Board  of  Directors,   may  terminate
          Employee's  employment  with  Employer  without  cause  at  any  time;
          provided,  however,  that the "date of  termination"  for  purposes of
          determining  benefits payable to Employee under subsection 8(B) hereof
          shall be the date which is 60 days  after  Employee  receives  written
          notice of such termination.

     (C)  Employee, by written notice to Employer,  may terminate his employment
          with Employer  immediately for cause.  For purposes of this subsection
          7(C),  "cause" shall be defined as (i) any action by Employer's  Board
          of Directors  to remove the Employee as President of Employer,  except
          where  the  Employer's  Board of  Directors  properly  acts to  remove
          Employee  from such office for "cause" as defined in  subsection  7(A)
          hereof, (ii) any action by Employer's Board of Directors to materially
          limit,  increase,  or modify  Employee's  duties  and/or  authority as
          Treasurer/Controller  of  Employer,  (iii) any  failure of Employer to
          obtain the  assumption of the  obligation to perform this Agreement by
          any successor or the reaffirmation of such obligation by Employer,  as
          contemplated  in  section 19 hereof;  or (iv) any  material  breach by
          Employer  of a term,  condition  or covenant  of this  Agreement.  The
          written  notice shall specify a date of  termination no later than the
          last day of the month in which such notice is provided to Employer.

     (D)  Employee,  upon  thirty  (30) days  written  notice to  Employer,  may
          terminate his employment with Employer without cause. The notice shall
          specify a date of  termination  no later  than 60 days  after the date
          said notice is provided to Employer.

     (E)  Employee's  employment  with Employer shall  terminate in the event of
          Employee's  death or  disability.  For purposes  hereof,  "disability"
          shall be defined as Employee's inability by reason of illness or other
          physical or mental  incapacity  to perform the duties  required by his
          employment for any consecutive One Hundred Twenty (120) day period. At
          the end of said one hundred  twenty day period,  Employer  may provide
          Employee  with  written  notice of  termination  and said  notice  may
          specify  any date of  termination  on or after  said 120 day period as
          Employer shall  determine,  provided that notice of any termination by
          Employer because of Employee's  "disability"  shall have been given to
          Employee  prior to the full  resumption by him of the  performance  of
          such duties.

     8. In the event of  termination  of  Employee's  employment  with  Employer
pursuant to section 7 hereof, compensation shall continue to be paid by Employer
to Employee as follows:


                                       -4-

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     (A)  In the  event of  termination  pursuant  to  subsection  7(A) or 7(D),
          compensation  provided for herein (including Base Compensation)  shall
          continue to be paid, and Employee shall continue to participate in the
          employee  benefit,   retirement,  and  compensation  plans  and  other
          perquisites  as provided in sections 5 and 6 hereof,  through the date
          of termination  specified in the notice of  termination.  Any benefits
          payable  under  insurance,  health,  retirement  and bonus  plans as a
          result of  Employee's  participation  in such plans  through such date
          shall be paid  when due under  those  plans.  The date of  termination
          specified in any notice of  termination  pursuant to  subsection  7(A)
          shall be no later  than the last  business  day of the  month in which
          such notice is provided to Employee. The date of termination specified
          in any notice of termination  pursuant to subsection  7(D) shall be no
          later that 30 days after the date of said notice.

     (B)  In the  event of  termination  pursuant  to  subsection  7(B) or 7(C),
          compensation  provided for herein (including Base Compensation)  shall
          continue to be paid, and Employee shall continue to participate in the
          employee  benefit,   retirement,  and  compensation  plans  and  other
          perquisites  as provided in sections 5 and 6 hereof,  through the date
          of termination  specified in the notice of  termination.  Any benefits
          payable  under  insurance,  health,  retirement  and bonus  plans as a
          result of  Employee's  participation  in such plans  through such date
          shall be paid when due under those plans. In addition,  Employee shall
          be entitled to continue to receive from Employer his Base Compensation
          at the rates in effect at the time of  termination:  (1) for 12 months
          following the date of termination if the termination  occurs within 24
          months  after a Change of  Control;  or,  (2) for a maximum of six (6)
          months after the date of  termination,  or the  remaining  Term of the
          Agreement if this is less than six (6) months, if the termination does
          not follow a Change of Control.  In  addition,  during  such  periods,
          Employer  will  maintain  in full force and  effect for the  continued
          benefit  of  Employee  each  employee  welfare  benefit  plan and each
          employee  pension  benefit  plan (as such  terms  are  defined  in the
          Employee  Retirement Income Security Act of 1974, as amended) in which
          Employee was entitled to participate  immediately prior to the date of
          his  termination,   unless  an  essentially  equivalent  and  no  less
          favorable benefit is provided by a subsequent employer of Employee. If
          the terms of any employee  welfare  benefit  plan or employee  pension
          benefit  plan of Employer  do not permit  continued  participation  by
          Employee,  Employer  will  arrange to  provide  to  Employee a benefit
          substantially  similar to, and no less favorable  than, the benefit he
          was  entitled  to receive  under such plan at the end of the period of
          coverage.  For purposes of this Agreement, a "Change of Control" shall
          mean an acquisition of "control" of the Holding Company or of Employer
          within the meaning of 12 C.F.R.  ss.  574.4(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
          any of its subsidiaries).  Notwithstanding anything to the contrary in
          the foregoing,  any benefits  payable under this subsection 8(B) shall
          be subject to the

                                       -5-

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          limitations on severance benefits set forth in Regulatory Bulletin 27a
          of the  Office of Thrift  Supervision,  as in effect on the  Effective
          Date.

     (C)  In the event of termination pursuant to subsection 7(E),  compensation
          provided for herein (including Base Compensation) shall continue to be
          paid,  and  Employee  shall  continue to  participate  in the employee
          benefit,  retirement,  and compensation plans and other perquisites as
          provided  in sections 5 and 6 hereof,  (i) in the event of  Employee's
          death,  through the date of death,  or (ii) in the event of Employee's
          disability, through the termination date as set forth in the notice of
          disability as required by subsection  7(E). Any benefits payable under
          insurance,   health,  retirement  and  bonus  plans  as  a  result  of
          Employer's participation in such plans through such date shall be paid
          when due under those plans.

     (D)  Under  circumstances  wherein  there is both a Change of  Control  and
          Employee's  employment is terminated  under either  subsection 7(B) or
          7(C),  Employee or his personal  representative(s)  or heirs, during a
          period of three months following Employee's  termination of employment
          by Employer may require  Employer,  upon written  request  within said
          three months,  to purchase all  outstanding  stock options  previously
          granted to Employee  under any Holding  Company stock option plan then
          in effect  whether or not such options are then  exercisable at a cash
          purchase price equal to the amount by which the aggregate "fair market
          value" of the shares  subject to such  options  exceeds the  aggregate
          option price for such shares. Under all other circumstances,  Employer
          shall  not  be  required  to  purchase  Employee's  outstanding  stock
          options. For purposes of this Agreement,  the term "fair market value"
          shall mean the higher of (1) the average of the highest  asked  prices
          for Holding Company shares in the over-the-counter  market as reported
          on the NASDAQ  system if the shares are traded on such  system for the
          30 business days  preceding such  termination,  or (2) the average per
          share price actually paid for the most highly priced 1% of the Holding
          Company  shares  acquired in connection  with the Change of Control of
          the Holding Company by any person or group acquiring such control.

     9. In order to  induce  Employer  to enter  into this  Agreement,  Employee
hereby agrees as follows:

     (A)  While Employee is employed by Employer and for a period of three years
          after.  termination of such employment for any reason,  Employee shall
          not divulge or furnish any trade  secrets (as defined in IND.  CODEss.
          24-2-3-2) of Employer or any confidential  information acquired by him
          while employed by Employer concerning the policies,  plans, procedures
          or customers  of Employer to any person,  firm or  corporation,  other
          than  Employer  or upon its  written  request,  or use any such  trade
          secret  or  confidential   information   directly  or  indirectly  for
          Employee's  own  benefit  or for the  benefit of any  person,  firm or
          corporation other than Employer, since such

                                       -6-

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          trade secrets and confidential  information are confidential and shall
          at all times remain the property of Employer.

     (B)  For a period of two years after  termination of Employee's  employment
          by Employer for reasons other than those set forth in subsections 7(B)
          or (C) of this  Agreement,  Employee  shall not directly or indirectly
          provide banking or bank-related  services to or solicit the banking or
          bank-related  business of any customer of Employer at the time of such
          provision of services or  solicitation  which  Employee  served either
          alone or with others  while  employed  by Employer in any city,  town,
          borough,  township, village or other place in which Employee performed
          services  for Employer  while  employed by it, or assist any actual or
          potential  competitor of Employer to provide  banking or  bank-related
          services to or solicit  any such  customer's  banking or  bank-related
          business in any such place.  If  Employee's  employment by Employer is
          terminated for reasons set forth in subsections  7(B) or (C) or during
          the  Term of this  Agreement  as a  result  of a  Change  of  Control,
          Employee  shall have no  obligations  to Employer with respect to this
          Section 9(B).

     (C)  While  Employee is  employed by Employer  and for a period of one year
          after  termination  of  Employee's  employment by Employer for reasons
          other  than  those  set  forth  in  subsections  7(B)  or (C) of  this
          Agreement,  Employee shall not, directly or indirectly,  as principal,
          agent,  or  trustee,   or  through  the  agency  of  any  corporation,
          partnership, trade association, agent or agency, engage in any banking
          or bank-related business which completes with the business of Employer
          as conducted during Employee's  employment by Employer within a radius
          of  twenty-five  (25) miles of Employer's  main office.  If Employee's
          employment by Employer is terminated during the Term of this Agreement
          for reasons set forth in subsections  7(B) or (C) of this Agreement or
          if Employee's  employment by Employer is terminated during the Term of
          this Agreement as a result of a Change of Control, Employee shall have
          no obligations to Employer with respect to  noncompetition  under this
          section 9(C).

     (D)  If Employee's  employment by Employer is terminated for any reason set
          forth or not set  forth in this  Agreement,  Employee  will  turn over
          immediately  thereafter  to  Employer  all  business   correspondence,
          letters,  papers,  reports,  customers' lists,  financial  statements,
          credit  reports or other  confidential  information  or  documents  of
          Employer or its  affiliates in the  possession or control of Employee,
          all of  which  writings  are and  will  continue  to be the  sole  and
          exclusive property of Employer or its affiliates.

     10. Any termination of Employee's  employment with Employer as contemplated
by section 7 hereof,  except in the circumstances of Employee's death,  shall be
communicated by written "Notice of Termination" by the terminating  party to the
other party hereto.  Any "Notice of Termination"  pursuant to subsections  7(A),
7(C) or 7(E) shall indicate the specific provisions of this

                                       -7-

<PAGE>



Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances claimed to provide a basis for such termination.

     11.  If  Employee  is  suspended   and/or   temporarily   prohibited   from
participating  in the conduct of  Employer's  affairs by a notice  served  under
section  8(e)(3) or (g)(1) of the Federal Deposit  Insurance Act (12 U.S.C.  ss.
1818(e)(3) or (g)(1)),  Employer's  obligations  under this  Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed,  Employer shall (i) pay Employee all
or part of the compensation  withheld while its obligations under this Agreement
were suspended and (ii)  reinstate (in whole or in part) any of its  obligations
which were suspended.

     12. If Employee is removed and/or permanently prohibited from participating
in the conduct of Employer's affairs by an order issued under section 8(e)(4) or
(g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.  ss.  1818(e)(4)  or
(g)(1)),  all obligations of Employer under this Agreement shall terminate as of
the  effective  date of the  order,  but  vested  rights of the  parties  to the
Agreement shall not be affected.

     13. If Employer is in default (as defined in section 3(x)(1) of the Federal
Deposit  Insurance Act), all obligations under this Agreement shall terminate as
of the date of default, but this provision shall not affect any vested rights of
Employer or Employee.

     14. All obligations  under this Agreement shall be terminated except to the
extent  determined  that the  continuation of the Agreement is necessary for the
continued  operation  of  Employer:  (i) by the Director of the Office of Thrift
Supervision  or his or her designee  (the  "Director"),  at the time the Federal
Deposit Insurance  Corporation enters into an agreement to provide assistance to
or on behalf of Employer  under the authority  contained in Section 13(c) of the
Federal Deposit  Insurance Act; or (ii) by the Director at the time the Director
approves a  supervisory  merger to resolve  problems  related  to  operation  of
Employer or when  Employer is  determined by the Director to be in an unsafe and
unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by such action.

     15.  Anything in this  Agreement  to the contrary  notwithstanding,  in the
event that the  Employer's  independent  public  accountants  determine that any
payment by the Employer to or for the benefit of the  Employee,  whether paid or
payable pursuant to the terms of this Agreement,  would be non-deductible by the
Employer for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the amount payable to or for
the benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this section 15, the "Reduced
Amount" shall be the amount which  maximizes the amount payable  without causing
the payment to be  non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise, are
subject to and conditional  upon their compliance with 12 U.S.C. ss. 1828(k) and
any  regulations  promulgated  thereunder,  to the  extent  applicable  to  such
parties.


                                       -8-

<PAGE>



     16. Should  Employee die after  termination of his employment with Employer
while any amounts are payable to him hereunder,  this  Agreement  shall inure to
the  benefit of and be  enforceable  by  Employee's  executors,  administrators,
heirs,  distributees,  devisees and legatees and all amounts  payable  hereunder
shall be paid in  accordance  with the  terms of this  Agreement  to  Employee's
devisee,  legatee or other  designee  or, if there is no such  designee,  to his
estate.

     17. For purposes of this  Agreement,  notices and all other  communications
provided  for herein  shall be in writing and shall be deemed to have been given
when delivered or mailed by United States  registered or certified mail,  return
receipt requested, postage prepaid, addressed as follows:

       If to Employee:           George L. Koehm
                                 4984 Remington Square
                                 LaPorte, Indiana 46350

       If to Employer:           Michigan City Savings and Loan Association
                                 Attn:  Chairman, Board of Directors
                                 2000 Franklin Street
                                 Michigan City, Indiana 46360

or to such address as either party hereto may have  furnished to the other party
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt.

     18. The validity,  interpretation,  and performance of this Agreement shall
be governed by the laws of the State of Indiana, except as otherwise required by
mandatory operation of federal law.

     19. Employer shall require any successor  (whether  direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of Employer, by agreement in form and substance  satisfactory
to Employee, to expressly assume and agree to perform this Agreement in the same
manner and same extent that Employer  would be required to perform it if no such
succession had taken place.  Failure of Employer to obtain such agreement  prior
to the  effectiveness  of any such succession shall be a material breach of this
Agreement and shall entitle  Employee to terminate his employment  with Employer
pursuant to subsection 7(C) hereof. As used in this Agreement,  "Employer" shall
mean  Employer as  hereinbefore  defined and any  successor  to its  business or
assets as aforesaid.

     20. No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
Employee  and  Employer.  No waiver by  either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver  of  dissimilar  provisions  or  conditions  at the  same or any  prior
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

                                       -9-

<PAGE>



     21. The invalidity or  unenforceability of any provisions of this Agreement
shall not affect the validity of  enforceability of any other provisions of this
Agreement which shall remain in full force and effect.

     22. This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.

     23. This  Agreement is personal in nature and neither  party hereto  shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations  hereunder  except as  provided  in section 16 and section 19 above.
Without  limiting  the  foregoing,  Employee's  right  to  receive  compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in section 16 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.



                                      -10-

<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused the  Agreement to be executed
and delivered as of the day and year first above set forth.

                                   MICHIGAN CITY SAVINGS AND LOAN
                                   ASSOCIATION



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

                                                     "Employer"




                                      ------------------------------------------
                                      George L. Koehm

                                                     "Employee"








                                      -11-

<PAGE>


     The  undersigned,  City Savings  Financial  Corporation sole shareholder of
Employer,  agrees  that if it  shall  be  determined  for any  reason  that  any
obligations  on the part of Employer to continue to make any  payments due under
this  Agreement  to  Employee is  unenforceable  for any  reason,  City  Savings
Financial Corporation,  agrees to honor the terms of this Agreement and continue
to make any such  payments due  hereunder  to Employee  pursuant to the terms of
this Agreement.


                                        CITY SAVINGS FINANCIAL CORPORATION



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












                                      -12-