FIRST FEDERAL BANK, AFSB
                    DIRECTOR DEFERRED COMPENSATION AGREEMENT
              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 1997)

           THIS DIRECTOR  DEFERRED  COMPENSATION  AGREEMENT  (THE  "AGREEMENT"),
originally  effective  as of the 1st  day of  July,  1993,  and as  amended  and
restated  effective December 31, 1997 by and between FIRST FEDERAL BANK, AFSB, a
banking  corporation  organized and existing under the laws of the United States
(hereinafter referred to as "Bank") and C. James McCormick (hereinafter referred
to as "Director"), for the purpose of formalizing the agreement between the Bank
and the  Director in which the Director  defers  receipt of fees under the terms
and conditions described below.

                                   WITNESSETH:

         WHEREAS,  the  Director  serves  the Bank as a member  of the  Board of
Directors; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by the Director and wishes to encourage continued service; and

         WHEREAS, the Bank values the efforts,  abilities and accomplishments of
the Director and  recognizes  that the  Director's  services will  substantially
contribute to its continued growth and profits in the future; and

         WHEREAS,  the Director  wishes to defer a certain portion of fees to be
earned in the future; and

         WHEREAS,   the  parties  hereto  desire  to  formalize  the  terms  and
conditions  upon  which the Bank  shall pay such  deferred  compensation  to the
Director and/or his designated beneficiary; and

         WHEREAS,  the Bank has  adopted  this  Director  Deferred  Compensation
Agreement  which  controls  all  issues  relating  to the  deferral  of  fees as
described herein;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained, the parties hereto agree to the following terms and conditions:

                                    SECTION I
                                   DEFINITIONS

           When used  herein,  the  following  words and phrases  shall have the
meanings below unless the context clearly indicates otherwise:

1.1      "Accrued  Benefit"  means the sum of all deferred  amounts and interest
         credited to the Director's  Retirement Account and due and owing to the
         Director or his Beneficiaries pursuant to this Agreement.

1.2      "Bank" means FIRST FEDERAL BANK, AFSB or any successor thereto.

1.3      "Beneficiary"  means the  person,  persons  (and their  heirs) or other
         entity  designated  as  Beneficiary  in writing to the Bank to whom the
         share of the deceased  Director's  Retirement Account is payable in the
         event  of his  death.  If no  Beneficiary  is so  designated,  then the
         Director's  Spouse, if living,  will be deemed the Beneficiary.  If the
         Director's Spouse is not living,  then the Children of Director will be
         deemed the Beneficiaries and will take on a per stirpes basis. If there
         are no living Children,  then the Estate of the Director will be deemed
         the Beneficiary.

1.4      "Board" means the Board of Directors of the Bank.

1.5      "Children"  means the  Director's  children,  both natural and adopted,
         then  living  at the time  payments  are due the  Children  under  this
         Agreement.

1.6      "Deferral  Period" means the period in which the Director has in effect
         a deferral election;  provided, however, that the Deferral Period shall
         automatically terminate on June 30, 1998 or, if earlier, on the date of
         the Director's Normal Retirement Date.

1.7      "Deferred  Compensation  Benefit"  means  that  benefit  which  can  be
         provided by annuitizing the Director's Retirement Account balance as of
         the Valuation Date immediately  preceding the initial distribution date
         over a one hundred eighty (180) month period. A monthly interest factor
         of 1.075% shall be used to annuitize the account balance.

1.8      "Disability"  means  the  determination  by a duly  licensed  physician
         selected by the Bank that because of ill health,  accident,  disability
         or general  inability  because of age, that Director is no longer able,
         properly and satisfactorily, to perform his duties as a Director.

1.9      "Effective Date" shall be July 1, 1993.

1.10     "Estate" means the Estate (including,  when applicable, any irrevocable
         trust governing the transfer of non-probate assets) of the Director.

1.11     "Guaranteed  Investment Contract Account" means book entries maintained
         by the Bank reflecting deferred amounts with interest being credited at
         the rate of .667% per month;  provided,  however, that the existence of
         such  book  entries  and the  existence  of the  Guaranteed  Investment
         Contract  Account  shall not create and shall not be deemed to create a
         trust of any kind, or fiduciary  relationship  between the Bank and the
         Director,  his  designated  Beneficiary  or  Beneficiaries  under  this
         Agreement.

1.12     "Normal Retirement Date" means January 1, 1999.

1.13     "Payout Period" means the time frame in which certain  benefits payable
         hereunder  shall  be  distributed.  Payments  shall  be made  in  equal
         consecutive  monthly  installments  commencing  on the first day of the
         month  coincident  with or next  following the  occurrence of any event
         which triggers  distribution and continuing for a period of one hundred
         eighty (180) months.

1.14     "Phantom  Unit  Account"  means the total value of all units of phantom
         stock purchased by the Director,  each having a value equal to the fair
         market value (as determined in the manner provided below) of a share of
         1ST  BANCORP  common  stock.  The fair market  value of the  Director's
         Phantom Unit  Account  shall be  determined  as of the  Valuation  Date
         immediately  preceding  the date on  which  the  Director's  Retirement
         Account is  annuitized  by  converting  each  phantom unit to an amount
         equal to the closing bid price of 1ST  BANCORP's  common  stock on such
         Valuation  Date. The Director  shall purchase  phantom units at a price
         per share equal to  eighty-five  percent (85%) of the fair market value
         (as determined  above) of a share of 1ST BANCORP's  common stock on the
         Valuation Date immediately preceding the calendar year quarter to which
         the deferral of fees and purchase relates.

         The  Director's  Phantom  Unit  Account  shall  also be  credited  with
         additional phantom units at each date on which 1ST BANCORP makes a cash
         dividend  or an in kind  dividend  (other  than its common  stock) with
         respect  to its  shares.  The number of units to be  credited  shall be
         determined  by  dividing  the amount of the cash  dividend  or the fair
         market  value of any in kind  dividend by 85% of the fair market  value
         (as determined  above) of a share of 1ST BANCORP's  common stock on the
         Valuation Date immediately preceding the calendar year quarter in which
         the dividend is paid with respect to 1ST BANCORP's common stock.

1.15     "Retirement   Account"  means  book  entries  maintained  by  the  Bank
         reflecting  deferred  amounts  and  equal to the sum of the  Guaranteed
         Investment Contract Account and the Phantom Unit Account. The existence
         of such book entries and the  Retirement  Account  shall not create and
         shall  not be deemed  to  create a trust of any  kind,  or a  fiduciary
         relationship  between  the  Bank  and  the  Director,   his  designated
         Beneficiary, or other Beneficiaries under this Agreement.

1.16     "Spouse" means the  individual to whom the Director is legally  married
         at the time of the Director's death.

1.17     "Survivor's Benefit" means monthly level payments to the Beneficiary in
         the  amount  of  Eight  Hundred  Ten  Dollars  and  Eighty-Three  Cents
         ($810.83)  for one  hundred  eighty  (180)  months.  In the  event  the
         Survivor's Benefit is less than the Deferred  Compensation Benefit, the
         Deferred  Compensation  benefit shall be paid in lieu of the Survivor's
         Benefit.  In no event is it intended for the Director to receive both a
         Survivor's Benefit and Deferred Compensation Benefit.

1.18     "Valuation Date" means the last business day of March, June, September,
         December beginning on and after June 30, 1993.


<PAGE>

                                   SECTION II
                              DEFERRED COMPENSATION

           Commencing on the Effective  Date, and continuing  through the end of
the Deferral  Period,  the  Director and the Bank agree that the Director  shall
defer  into  his  Retirement  Account  monthly  Director's  fees of Six  Hundred
($600.00)  Dollars that the Director would otherwise be entitled to receive from
the Bank for each month of the Deferral  Period.  The Director  shall direct the
apportionment of his monthly deferral between the Guaranteed Investment Contract
Account and the Phantom Unit Account.  Such  allocation  shall be in twenty-five
(25%) percent  increments  and shall be evidenced in writing by completion of an
Election Form (Exhibit B). If the Director fails to submit an Election Form, one
hundred  percent  (100%) of his  monthly  deferrals  shall be  allocated  to the
Guaranteed  Investment  Contract  Account.  The Director shall have the right to
change  such  apportionment  once per year for new  deferrals  and for  existing
bookkeeping  balances  held in his  Retirement  Account,  such  change  becoming
effective  at the next plan  anniversary  date  (January  1).  Any change in the
allocation  for  existing  balances  may be made in whole  dollar  amounts or in
twenty-five percent (25%) increments.  Any such change must also be evidenced in
writing to become effective.


<PAGE>

                                   SECTION III
                    TERMINATION OF ELECTION AND NEW ELECTIONS

           The  Director's  election  to defer  compensation  shall  continue in
effect,  pursuant to the terms of this  Agreement  unless and until the Director
files with the Bank a Notice of Discontinuance  (Exhibit C attached  hereto).  A
Notice of  Discontinuance  shall be effective if filed at least twenty (20) days
prior to any January  1st.  Such  Notice of  Discontinuance  shall be  effective
commencing  with  the  January  1st  following  its  filing.   If  the  Director
discontinues  his deferrals,  he may reinstate the deferrals as of a January 1st
by filing in writing an election to  recommence  deferrals  at least twenty (20)
days prior to the January 1st on which the deferrals are to recommence.

                                   SECTION IV
                               RETIREMENT BENEFIT

4.1      Retirement  Benefit.  At Normal  Retirement  Date,  the Bank  agrees to
         commence payment of the Director's Deferred  Compensation Benefit. Such
         payments will be in accordance with the terms of the Payout Period.

4.2      Disability  Retirement  Benefit.  Notwithstanding  any other  provision
         hereof,  the  Director  shall  be  entitled  to  receive  his  Deferred
         Compensation  Benefits hereunder prior to his Normal Retirement Date in
         any case the Director terminates service due to Disability. The benefit
         shall be distributed in accordance with the Payout Period. In the event
         the total benefits received by the Director pursuant to this Subsection
         are  less  than  the  total  Survivor's   Benefit  [i.e.,  One  Hundred
         Forty-Five  Thousand  Nine  Hundred  Fifty  Dollars  ($145,950)],  upon
         Director's  death,  an  additional  lump sum  payment  shall be made to
         Director's  Beneficiary to make up the difference between these two (2)
         gross benefit amounts.

                                    SECTION V
                                 DEATH BENEFITS

5.1      Death Prior to Termination  of Service.  In the event of the Director's
         death prior to termination  of service with the Bank,  while covered by
         the provisions of this Agreement,  the Director's  Beneficiary shall be
         paid the Survivor's  Benefit.  Payments shall be in accordance with the
         Payout Period.

5.2      Death  After  Termination  of Service.  In the event of the  Director's
         death after his termination of service, but prior to commencing receipt
         of benefit  payments under this Agreement,  the Director's  Beneficiary
         shall be paid a monthly amount for a period of one hundred eighty (180)
         months, commencing within thirty (30) days of the Director's death. The
         amount of such benefit payment shall be determined as follows:

         (a)      If the  Director has deferred  less than  Thirty-Six  Thousand
                  Dollars ($36,000),  the Director's Beneficiary shall be paid a
                  reduced  Survivor's  Benefit,  which  shall be  determined  by
                  multiplying the Survivor's  Benefit (Eight Hundred Ten Dollars
                  and Eighty-Three Cents ($810.83)) by a fraction, the numerator
                  of which  shall be equal to the  total  compensation  actually
                  deferred by the Executive and the  denominator  of which shall
                  be equal to Thirty-Six Thousand Dollars ($36,000).

         (b)      If death occurs  after the  Director  has deferred  Thirty-Six
                  Thousand Dollars ($36,000),  his Beneficiary shall be paid the
                  Survivor's Benefit.

5.3      Death After  Commencement  of Benefits.  In the event of the Director's
         death after the commencement of the Deferred  Compensation Benefit, but
         prior to the  completion of all such payments due and owing  hereunder,
         the Bank shall  continue to make  monthly  payments  to the  Director's
         Beneficiary  until a total of one hundred  eighty  (180) equal  monthly
         payments have been made to the Director and/or his Beneficiary.

5.4      Additional   Death  Benefit   Burial   Expense.   In  addition  to  the
         above-described   death  benefits,   upon  the  Director's  death,  the
         Director's Beneficiary shall be entitled to receive a one-time lump sum
         death  benefit  in the  amount of Ten  Thousand  ($10,000.00)  Dollars;
         provided,  however,  that if the Director  ceases to be a member of the
         Board  before  July 1,  1998  for  reasons  other  than  his  death  or
         disability,  the one-time  lump sum election  death  benefit  otherwise
         provided in this Subsection shall not be payable.

                                   SECTION VI
                   CHANGES IN CAPITAL AND CORPORATE STRUCTURE

           In the event of any change in the outstanding  shares of common stock
of the Bank by reason of an issuance  of  additional  shares,  recapitalization,
reclassification,  reorganization, stock split, reverse stock split, combination
of  shares,   stock   dividend   or  similar   transaction,   the  Board   shall
proportionately  adjust, in an equitable manner,  the number of phantom units in
the  Director's  Phantom Unit  Account as well as the purchase  price of phantom
units. The foregoing  adjustments  shall be made in a manner that will cause the
relationship  between the cost and market value of each  phantom unit  purchased
hereunder to remain unchanged as a result of the applicable transaction.


<PAGE>




                                   SECTION VII
                             BENEFICIARY DESIGNATION

           The  Director  shall  have the  right,  at any  time,  to  submit  in
substantially  the form attached  hereto as Exhibit A, a written  designation of
primary and secondary  Beneficiaries  to whom payment under this Agreement shall
be made in the event of his death prior to complete distribution of the benefits
due and payable under the Agreement.  Each Beneficiary  designation shall become
effective only when receipt thereof is acknowledged in writing by the Bank.


<PAGE>




                                  SECTION VIII
                           DIRECTOR'S RIGHT TO ASSETS

           The rights of the  Director,  any  Beneficiary,  or any other  person
claiming through the Director under this Agreement,  shall be solely those of an
unsecured  general creditor of the Bank. The Director,  the Beneficiary,  or any
other person claiming through the Director, shall only have the right to receive
from the Bank those  payments as specified  under this  Agreement.  The Director
agrees that he, his Beneficiary,  or any other person claiming through him shall
have no rights or interests  whatsoever in any asset of the Bank,  including any
insurance  policies  or  contracts  which  the Bank may  possess  or  obtain  to
informally  fund this  Agreement.  Any  asset  used or  acquired  by the Bank in
connection with the  liabilities it has assumed under this Agreement,  except as
expressly  provided,  shall  not be  deemed  to be held  under any trust for the
benefit of the Director or his Beneficiaries,  nor shall any asset be considered
security for the  performance  of the  obligations  of the Bank.  Any such asset
shall be and remain, a general, unpledged, and unrestricted asset of the Bank.


<PAGE>




                                   SECTION IX
                            RESTRICTIONS UPON FUNDING

           The Bank shall have no  obligation  to set aside,  earmark or entrust
any fund or money with which to pay its obligations  under this  Agreement.  The
Director,  his  Beneficiaries  or any  successor in interest to him shall be and
remain simply a general unsecured creditor of the Bank in the same manner as any
other creditor having a general claim for matured and unpaid  compensation.  The
Bank  reserves  the absolute  right at its sole  discretion  to either  purchase
assets to meet its  obligations  undertaken by this Agreement or to refrain from
the  same  and to  determine  the  extent,  nature,  and  method  of such  asset
purchases.  Should the Bank  decide to purchase  assets such as life  insurance,
mutual funds,  disability policies or annuities,  the Bank reserves the absolute
right, in its sole discretion, to terminate such assets at any time, in whole or
in part.  At no time shall the  Director be deemed to have any lien,  nor right,
title or interest in or to any specific investment or to any assets of the Bank.
If the Bank elects to invest in a life  insurance,  disability or annuity policy
upon the life of the Director, then the Director shall assist the Bank by freely
submitting to a physical  examination and supplying such additional  information
necessary to obtain such insurance or annuities.



<PAGE>



                                    SECTION X
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

           Neither the Director nor any  Beneficiary  under this Agreement shall
have any power or right to transfer, assign, anticipate,  hypothecate, mortgage,
commute,  modify or otherwise  encumber in advance any of the  benefits  payable
hereunder,  nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Director or
his  Beneficiary,  nor be  transferable  by  operation  of law in the  event  of
bankruptcy, insolvency or otherwise.

                                   SECTION XI
                                 ACT PROVISIONS

11.1     Named  Fiduciary  and  Administrator.  The  Bank  shall  be  the  named
         fiduciary and administrator of this Agreement.  As  administrator,  the
         Bank   shall  be   responsible   for  the   management,   control   and
         administration   of  the   Agreement   as   established   herein.   The
         administrator  may delegate to others certain aspects of the management
         and  operational  responsibilities  of  the  Agreement,  including  the
         employment  of advisors and the  delegation  of  ministerial  duties to
         qualified individuals.

11.2     Claims Procedure and Arbitration. In the event that benefits under this
         Agreement  are not paid to the Director (or to his  Beneficiary  in the
         case of the Director's death) and such claimants feel they are entitled
         to receive such benefits, then a written claim must be made to the Bank
         within sixty (60) days from the date payments are refused. The Bank and
         its Board shall  review the written  claim and, if the claim is denied,
         in whole or in part, they shall provide in writing,  within ninety (90)
         days of receipt of such claim,  their specific reasons for such denial,
         reference to the  provisions of this Agreement upon which the denial is
         based, and any additional material or information  necessary to perfect
         the claim.  Such written  notice shall further  indicate the additional
         steps to be taken by claimants if a further  review of the claim denial
         is desired.

         If  claimants  desire a second  review,  they shall  notify the Bank in
         writing within sixty (60) days of the first claim denial. Claimants may
         review the Agreement or any documents  relating  thereto and submit any
         written  issues and  comments  they may feel  appropriate.  In its sole
         discretion,  the Bank,  through the disinterested  member of its Board,
         shall  then  review  the second  claim and  provide a written  decision
         within sixty (60) days of receipt of such claim.  This  decision  shall
         likewise state the specific  reasons for the decision and shall include
         reference  to  specific  provisions  of the  Agreement  upon  which the
         decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed performance of the Agreement or the meaning and effect of the
         terms and conditions thereof,  then claimants may submit the dispute to
         a board of Arbitration for final arbitration.  Said board shall consist
         of one member  selected  by the  claimant,  one member  selected by the
         Bank, and the third member selected by the first two members. The board
         of  Arbitration  shall operate under any  generally  recognized  set of
         arbitration  rules. The parties hereto agree that they and their heirs,
         personal representatives,  successors and assigns shall be bound by the
         decision  of such  arbitration  board with  respect to any  controversy
         properly submitted to it for determination.

                                                     SECTION XII
                                                    MISCELLANEOUS

12.1     No Effect on Directorship Rights.  Nothing contained herein will confer
         upon the  Director  the right to be retained in the service of the Bank
         nor limit the right of the Bank to discharge or otherwise deal with the
         Director without regard to the existence of the Agreement.  Pursuant to
         12 C.F.R. ss. 563.39(b),  the following  conditions shall apply to this
         Agreement:

         (1)      The Board may remove the Director at any time, but any removal
                  by the Board shall not prejudice the  Director's  vested right
                  to compensation or other benefits under the contract.

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

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

         (4)      If the Bank is in default  (as  defined in Section  3(x)(1) of
                  the Federal Deposit  Insurance Act), all obligations under the
                  contract shall  terminate as of the date of default,  but this
                  paragraph   shall  not  affect   any  vested   rights  of  the
                  contracting parties.

         (5)      All  non-vested   obligations  under  the  contract  shall  be
                  terminated,  except to the extent determined that continuation
                  of the contract is necessary  for the  continued  operation of
                  the Bank:

                  (i)      by the  Director  or his  designee  at the  time  the
                           Federal   Deposit   Insurance   Corporation   or  the
                           Resolution Trust Corporation enters into an agreement
                           to  provide  assistance  to or on  behalf of the Bank
                           under the  authority  contained  in ss.  13(c) of the
                           Federal Deposit Insurance Act; or

                  (ii)     by the  Director  or his  designee,  at the  time the
                           Director  or  his  designee  approves  a  supervisory
                           merger to resolve  problems  related to  operation of
                           the  Bank  or when  the  Bank  is  determined  by the
                           Director to be in an unsafe or unsound condition.

         Any rights of the parties that have already vested,  however, shall not
be affected by such action.

12.2     State Law. The Agreement is  established  under,  and will be construed
         according to, the laws of the State of Indiana.
          
12.3     Severability. In the event that any of the provisions of this Agreement
         or portion thereof,  are held to be inoperative or invalid by any court
         of competent jurisdiction,  then: (1) insofar as is reasonable,  effect
         will be given to the intent  manifested in the provisions  held invalid
         or  inoperative,  and  (2)  the  validity  and  enforceability  of  the
         remaining provisions will not be affected thereby.

12.4     Incapacity  of  Recipient.  In  the  event  the  Director  is  declared
         incompetent  and a conservator or other person legally charged with the
         care of his person or of his estate is  appointed,  any benefits  under
         the  Agreement to which such the Director is entitled  shall be paid to
         such  conservator or other person legally  charged with the care of his
         person or his estate. Except as provided above in this paragraph,  when
         the Board,  in its sole  discretion,  determines  that the  Director is
         unable to manage his financial  affairs,  the Board may direct the Bank
         to make distributions to any person for the benefit of the Director.

12.5     Recovery of Estate Taxes.  If the  Director's  gross estate for federal
         estate tax purposes  includes any amount determined by reference to and
         on  account  of  this  Deferred  Compensation  Agreement,  and  if  the
         Beneficiary  is other than the Director's  Estate,  then the Director's
         Estate shall be entitled to recover from the Beneficiary receiving such
         benefit  under the terms of the  Survivor's  Benefit an amount by which
         (x) the total  estate tax due by  Director's  estate,  exceeds  (y) the
         total  estate tax which  would  have been  payable if the value of such
         benefit had not been included in the Director's gross Estate.  If there
         is more than one person  receiving such benefit,  the right of recovery
         shall be  against  each  such  person  in  proportion  to the  benefits
         received  by each  such  person.  In the event  any  Beneficiary  has a
         liability hereunder,  such Beneficiary may petition the Bank for a lump
         sum  payment  in an amount not to exceed  the  Beneficiary's  liability
         hereunder.

12.6     Unclaimed  Benefit.  The Director  shall keep the Bank  informed of his
         current address and the current address of his Beneficiaries.  The Bank
         shall not be obligated to search for the whereabouts of any person.  If
         within  three (3) years after the actual death of the Director the Bank
         is unable to locate any Beneficiary of the Director,  then the Bank may
         fully discharge its obligation by payment to the Estate.

12.7     Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         provisions  of the  Agreement  and  except for the  benefits  otherwise
         payable  under this  Agreement,  neither the Bank,  nor any  individual
         acting as an employee or agent of the Bank, or as a member of the Board
         shall be liable to the  Director  or any other  person  for any  claim,
         loss, liability or expense incurred in connection with the Agreement.

12.8     Gender.  Whenever in this Agreement  words are used in the masculine or
         neuter  gender,  they shall be read and construed as in the  masculine,
         feminine or neuter gender, whenever they should so apply.

12.9     Affect on Other Corporate Benefit Agreements. Nothing contained in this
         Agreement  shall affect the right of the Director to  participate in or
         be covered by any qualified or non-qualified  pension,  profit sharing,
         group,  bonus or other  supplemental  compensation  or  fringe  benefit
         agreement  constituting  a  part  of  the  Bank's  existing  or  future
         compensation structure.

12.10    Suicide.  Notwithstanding  anything to the contrary in this  Agreement,
         the Survivor Benefits otherwise provided herein shall not be payable if
         the  Director's  death  results from  suicide,  whether sane or insane,
         within two (2) years  after the  execution  of this  Agreement.  If the
         Director  dies during this two year period due to suicide,  the balance
         of the  Retirement  Account will be paid to the  Director's  designated
         Beneficiary  in a single  payment.  Payment is to be made within thirty
         (30) days after the Director's death is declared a suicide by competent
         legal  authority.  Credit shall be given to the Bank for payments  made
         prior to determination of suicide.

12.11    Headings.  Headings and sub-headings in this Agreement are inserted for
         reference and  convenience  only and shall not be deemed a part of this
         Agreement.

                                  SECTION XIII
                              AMENDMENT/REVOCATION

           This Agreement shall not be amended, modified or revoked at any time,
in whole or part,  without the mutual  written  consent of the  Director and the
Bank,  and such  mutual  consent  shall be required  even if the  Director is no
longer serving the Bank as a member of the Board.


<PAGE>



                                   SECTION XIV
                                    EXECUTION

14.1     This  Agreement  sets forth the  entire  understanding  of the  parties
         hereto with respect to the transactions  contemplated  hereby,  and any
         previous  agreements  or  understandings  between  the  parties  hereto
         regarding the subject  matter hereof are merged into and  superseded by
         this Agreement.

14.2     This Agreement shall be executed in duplicate, each copy of which, when
         so executed and delivered,  shall be an original, but both copies shall
         together constitute one and the same instrument.

           IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Agreement to be executed on this 19th day of Dec., 1997.

                                                /s/ C. James McCormick
                                                C. James McCormick



                                                FIRST FEDERAL BANK, AFSB



                                                By: Lynn Stenftenagel
                                                Executive Vice President
                                                (Title)



<PAGE>



                    DIRECTOR DEFERRED COMPENSATION AGREEMENT

                             BENEFICIARY DESIGNATION



_____________________,   under  the  terms  of  a  certain   Director   Deferred
Compensation  Agreement  by and  between  him  and  FIRST  FEDERAL  BANK,  AFSB,
Vincennes,  Indiana,  dated  __________________,  19__,  hereby  designates  the
following Beneficiary to receive any guaranteed payments or death benefits under
such Agreement, following his death:


PRIMARY BENEFICIARY:

SECONDARY BENEFICIARY:


           This  Beneficiary  Designation  hereby revokes any prior  Beneficiary
Designation which may have been in effect.

           Such Beneficiary Designation is revocable.



DATE:                                       , 19




(WITNESS)                                                             , Director




(WITNESS)




                                    Exhibit A

<PAGE>



                    DIRECTOR DEFERRED COMPENSATION AGREEMENT
                                  ELECTION FORM



NAME:
           (Please Print)



Investment  Allocation  Election:  I hereby  elect to have my monthly  deferrals
credited with earnings or losses based on the following allocation:

(Indicate Percentage in Increments of 25% Only)

           Guaranteed Investment Contract Account       _______ %

           Phantom Unit Account                         _______ %

                    Total (Must Equal 100%)             _______ %










DATE                                                                  , Director

















                                    Exhibit B
<PAGE>




                    DIRECTOR DEFERRED COMPENSATION AGREEMENT
                            NOTICE OF DISCONTINUANCE



TO:        FIRST FEDERAL BANK, AFSB
           Attention:


           I hereby give notice of my  election  to  discontinue  deferral of my
compensation under that certain Director Deferred Compensation Agreement, by and
between Bank and the undersigned,  dated the ____ day of __________,  199 . This
notice is  submitted at least twenty (20) days prior to January 1st and shall be
effective as of such date, as specified below.

           Discontinue deferral as of January 1, 19___.





                                                                     , Director




                                                              DATE







                                    Exhibit C