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                    SECOND EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT
                                       FOR
                                 EDWARD FISCHER


                       DEARBORN SAVINGS ASSOCIATION, F.A.

                                   MAY 1, 1999


















                  FINANCIAL INSTITUTION CONSULTING CORPORATION
                          700 COLONIAL ROAD, SUITE 260
                            MEMPHIS, TENNESSEE 38117
                              WATS: 1-800-873-0089
                               FAX: (901) 684-7411
                                 (901) 684-7400


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                    SECOND EXECUTIVE SUPPLEMENTAL RETIREMENT
                       INCOME AGREEMENT FOR EDWARD FISCHER


        This Second Executive Supplemental Retirement Income Agreement (the
"Agreement"), effective as of the 1st day of May, 1999, formalizes the
understanding by and between DEARBORN SAVINGS ASSOCIATION, F.A. (the
"Association"), a federal, stock savings association having its principal place
of business in Indiana, and EDWARD FISCHER (hereinafter referred to as
"Executive"). DEARBORN MUTUAL HOLDING COMPANY (the "Holding Company") is a party
to this Plan for the sole purpose of guaranteeing the Association's performance
hereunder.

                              W I T N E S S E T H :

        WHEREAS, the Executive is employed by the Association; and

        WHEREAS, the Association recognizes the valuable services heretofore
performed by the Executive and wishes to encourage his continued employment; and

        WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time
from and after retirement from active service with the Association or other
termination of employment and wishes to provide his beneficiary with benefits
from and after death; and

        WHEREAS, the Association and the Executive wish to provide the terms and
conditions upon which the Association shall pay such additional compensation to
the Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and

        WHEREAS, the Association and the Executive intend this Agreement to be
considered an unfunded arrangement, maintained primarily to provide supplemental
retirement income for such Executive, a member of a select group of management
or highly compensated employees of the Association, for tax purposes and for
purposes of the Employee Retirement Income Security Act of 1974, as amended; and

        WHEREAS, the Association has adopted this Second Executive Supplemental
Retirement Income Agreement which controls all issues relating to benefits as
described herein;

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        NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Association and the Executive agree as follows:

                              SECTION IDEFINITIONS

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

1.1     "Accrued Benefit Account" means that portion of the Supplemental
        Retirement Income Benefit which is required to be expensed and accrued
        under generally accepted accounting principles (GAAP) by any appropriate
        method which the Association's Board of Directors may require in the
        exercise of its sole discretion.

1.2     "Act" means the Employee Retirement Income Security Act of 1974, as
        amended from time to time.

1.3     "Administrator" means the Association.

1.4     "Association" means DEARBORN SAVINGS ASSOCIATION, F.A. and any successor
        thereto.

1.5     "Beneficiary" means the person or persons (and their heirs) designated
        as Beneficiary in Exhibit A of this Agreement to whom the deceased
        Executive's benefits are payable. If no Beneficiary is so designated,
        then the Executive's Spouse, if living, will be deemed the Beneficiary.
        If the Executive's Spouse is not living, then the Children of the
        Executive will be deemed the Beneficiaries and will take on a per
        stirpes basis. If there are no Children, then the Estate of the
        Executive will be deemed the Beneficiary.

1.6     "Benefit Age" means the Executive's sixty-second (62nd) birthday; or,
        the Executive may, in his sole discretion, elect to retire upon
        attainment of any date beginning at age sixty (60) up through to and
        including sixty-one (61) and, in such event, the Executive's age on such


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        date shall constitute his "Benefit Age," in which case the Supplemental
        Retirement Income Benefit shall be modified in accordance with
        Subsection 1.21.

1.7     "Benefit Eligibility Date" means the date on which the Executive is
        entitled to receive the maximum Supplemental Retirement Income Benefit
        available under this plan. It shall be the first day of the month
        following the month in which the Executive attains his Benefit Age.

1.8     "Board of Directors" means the board of directors of the Association.

1.9     "Cause" means personal dishonesty, willful misconduct, willful
        malfeasance, breach of fiduciary duty involving personal profit,
        intentional failure to perform stated duties, willful violation of any
        law, rule, regulation (other than traffic violations or similar
        offenses), or final cease-and-desist order, material breach of any
        provision of this Agreement, or gross negligence in matters of material
        importance to the Association.

1.10    "Change in Control" of the Holding Company or the Association shall mean
        the first to occur of any of the following events:

        (a)     Any person or entity or group of affiliate persons or entities
                (other than the Holding Company) becomes a beneficial owner,
                directly or indirectly, of 25% or more of the Holding Company's
                and/or the Association's voting securities or all or
                substantially all of the assets of Holding Company and/or the
                Association.

        (b)     Holding Company and/or the Association enters into a definitive
                agreement which contemplates the merger, consolidation or
                combination of either Holding Company or the Association with an
                unaffiliated entity in which either or both of the following is
                to occur: (i) the directors of Holding Company and/or
                Association, as applicable, immediately prior to such merger,
                consolidation or combination will constitute less than a
                majority of the board of directors of the surviving, new or
                combined entity; or (ii) less than 75% of the outstanding voting
                securities of the surviving, new or combined entity will be
                beneficially owned by the stockholders of Holding Company or
                immediately prior to such merger, consolidation or combination;
                PROVIDED, HOWEVER, that if any definitive agreement to merge,
                consolidate or combine is


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                terminated without consummation of the transaction, then no
                Change in Control shall be deemed to have occurred pursuant to
                this paragraph (b).

        (c)     Holding Company and/or the Association enters into a definitive
                agreement which contemplates the transfer of all or
                substantially all of Holding Company's and/or the Association's
                assets, other than to a wholly-owned subsidiary of Holding
                Company; PROVIDED, HOWEVER, that if any definitive agreement to
                transfer assets is terminated without consummation of the
                transfer, then no Change in Control shall be deemed to have
                occurred pursuant to this paragraph (c).

        (d)     A majority of the members of the Board of Directors of either
                Holding Company or the Association shall be persons who: (i)
                were not members of such Board on the date hereof ("current
                members"); and (ii) were not nominated by a vote of the Board
                which included the affirmative vote of a majority of the current
                members on the Board at the time of their nomination ("future
                designees") and (iii) were not nominated by a vote of the Board
                which included the affirmative vote of a majority of the current
                members and future designees, taken as a group, on the Board at
                the time of their nomination.

                The term "person" includes an individual, a group acting in
        concert, a corporation, a partnership, an association, a joint venture,
        a pool, a joint stock company, a trust, an unincorporated organization
        or similar company, a syndicate or any other group formed for the
        purpose of acquiring, holding or disposing of securities. The term
        "acquire" means obtaining ownership, control, power to vote or sole
        power of disposition of stock, directly or indirectly or through one or
        more transactions or subsidiaries, through purchase, assignment,
        transfer, exchange, succession or other means, including (1) an increase
        in percentage ownership resulting from a redemption, repurchase, reverse
        stock split or a similar transaction involving other securities of the
        same class; and (2) the acquisition of stock by a group of persons
        and/or companies acting in concert which shall be deemed to occur upon
        the formation of such group, provided that an investment advisor shall
        not be deemed to acquire the voting stock of its advisee if the advisor
        (a) votes the stock only upon instruction from the beneficial owner and
        (b) does not provide the beneficial owner with advice concerning the
        voting of such stock. The term "security" includes nontransferable
        subscription rights issued pursuant to a Plan of conversion, as well as
        a "security," as defined


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        in 15 U.S.C. ss. 78c(2)(1); and the term "acting in concert" means (1)
        knowing participation in a joint activity or interdependent conscious
        parallel action towards a common goal whether or not pursuant to an
        express agreement, or (2) a combination or pooling of voting or other
        interests in the securities of an issuer for a common purpose pursuant
        to any contract, understanding, relationship, agreement or other
        arrangement, whether written or otherwise. Further, acting in concert
        with any person or company shall also be deemed to be acting in concert
        with any person or company that is acting in concert with such other
        person or company.

                Notwithstanding the above definitions, the boards of directors
        of the Association or the Holding Company, in their absolute discretion,
        may make a finding that a Change in Control of the Association or the
        Holding Company has taken place without the occurrence of any or all of
        the events enumerated above.

1.11    "Children" means the Executive's children, or the issue of any deceased
        Children, then living at the time payments are due the Children under
        this Plan. The term "Children" shall include both natural and adopted
        Children.

1.12    "Code" means the Internal Revenue Code of 1986, as amended from time to
        time.

1.13    "Disability Benefit" means the benefit payable to the Executive
        following a determination, in accordance with Section 3, that he is no
        longer able, properly and satisfactorily, to perform his duties at the
        Association.

1.14    "Effective Date" of this Agreement shall be May 1, 1999.

1.15    "Estate" means the estate of the Executive.

1.16    "Interest Factor," for purposes of the Accrued Benefit Account, shall be
        Eight percent (8%) per annum, compounded monthly.


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1.17    "Payout Period" means the time frame during which certain benefits
        payable hereunder shall be distributed. Payments shall be made in
        monthly installments commencing on the first day of the month following
        the occurrence of the event which triggers distribution and continuing
        for a period of Two Hundred and Forty (240) months.

1.18    "Plan Year" shall mean the calendar year.

1.19    "Retirement Age" means the Executive's sixty-second (62nd) birthday
        provided, however, that the Executive's actual retirement from full-time
        employment may occur on or after the Executive attains age sixty (60).

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

1.21    "Supplemental Retirement Income Benefit" means an annual amount (BEFORE
        taking into account federal and state income taxes), payable in monthly
        installments throughout the Payout Period. The Supplemental Retirement
        Income Benefit payable to the Executive is Seventy Thousand One Hundred
        Thirty-Six ($70,136) Dollars. However, if the Executive elects to retire
        at any date beginning upon attainment of age sixty (60) and up through
        to and including age sixty-one (61), his Supplemental Retirement Benefit
        shall be an amount, payable in monthly installments over the Payout
        Period, as follows:

                Age 60   $53,020
                Age 61   $61,090

1.22    "Survivor's Benefit" means an annual amount, payable to the Beneficiary
        in monthly installments throughout the Payout Period, equal to the
        Supplemental Retirement Income Benefit of Seventy Thousand One Hundred
        Thirty-Six ($70,136) Dollars, subject to Subsection 2.5.

1.23    "Vested" means the non-forfeitable portion of the benefit to which the
        Executive is entitled.


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1.24    "Vested Accrued Benefit" means that portion of the amount represented by
        the Executive's Accrued Benefit Account in which he is vested. It is
        computed by multiplying the Accrued Benefit Account by the vesting
        percentage specified in Subsection 9.13.

1.25    "Years of Service" means the total number of consecutive twelve (12)
        month periods of continuous employment (including authorized leaves of
        absence), beginning on the Executive's date of hire.


                                   SECTION II
                              BENEFITS - GENERALLY

2.1     RETIREMENT BENEFIT. If the Executive is in service with the Association
        until reaching his Benefit Age, the Executive shall be entitled to the
        Supplemental Retirement Income Benefit. Such benefit shall commence on
        the Executive's Benefit Eligibility Date and shall be payable in monthly
        installments throughout the Payout Period. In the event the Executive
        dies at any time after attaining his Benefit Age, but prior to
        completion of all such payments due and owing hereunder, the Association
        shall pay to the Executive's Beneficiary a continuation of the monthly
        installments for the remainder of the Payout Period.

2.2     TERMINATION RELATED TO A CHANGE IN CONTROL

        (a)     If the Executive's employment is terminated (either voluntarily
                or involuntarily) following or coincident with a Change in
                Control, the Executive shall be entitled to his full
                Supplemental Retirement Income Benefit, $70,136 per year for 20
                years, at the attainment of his 55th birthday, (as if he had
                remained in the employ of the Association until his Benefit Age
                of sixty-two (62)). Such benefit shall commence on the 1st day
                of the month following his attainment of age 55 and shall be
                payable in monthly installments throughout the Payout Period. In
                the event that the Executive dies at any time after commencement
                of the payments, but prior to completion of all such payments
                due and owing hereunder, the Association, or its successor,
                shall pay to the Executive's Beneficiary a continuation of the
                monthly installments for the remainder of the Payout Period.


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        (b)     Within thirty (30) days following such termination, if the
                Executive is less than fifty-five (55) years old, he may request
                in writing that he begin receiving his Supplemental Retirement
                Income Benefit commencing immediately, in which case the benefit
                shall be reduced to an annual amount of Fifty Thousand ($50,000)
                Dollars, made payable in monthly installments over the Payout
                Period. In the event that the Executive dies at any time after
                commencement of the payments, but prior to completion of all
                such payments due and owing hereunder, the Association, or its
                successor, shall pay to the Executive's Beneficiary a
                continuation of the monthly installments for the remainder of
                the Payout Period.

        (c)     If, after such termination, the Executive dies prior to
                commencement of the benefits hereunder, the Executive's
                Beneficiary shall be entitled to the Survivor's Benefit, which
                shall commence within thirty (30) days of the Executive's death.
                The Survivor's Benefit shall be payable in monthly installments
                over the Payout Period.

2.3     TERMINATION FOR CAUSE
        If the Executive is terminated for Cause, all benefits under this
        Agreement shall be forfeited and this Agreement shall become null and
        void.

2.4     VOLUNTARY OR INVOLUNTARY TERMINATION OF EMPLOYMENT
        If the Executive's employment with the Association is voluntarily or
        involuntarily terminated prior to attainment of his Benefit Age, for any
        reason other than for Disability or a Change in Control, his
        Supplemental Retirement Benefit shall be reduced to an amount equal to
        the annuitized value (using the Interest Factor) of the Executive's
        Accrued Benefit Account. Such benefit shall commence on the 1st day of
        the month following such termination and shall be payable in a lump sum.


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2.5     DEATH DURING EMPLOYMENT.
        If the Executive dies while employed by the Association, the Executive's
        Beneficiary shall be entitled to the Survivor's Benefit. The Survivor's
        Benefit shall commence within thirty (30) days of the Executive's death
        and shall be payable in monthly installments throughout the Payout
        Period. In the event the Executive dies at any time after attaining his
        Benefit Age, but prior to completion of all such payments due and owing
        hereunder, the Association shall pay to the Executive's Beneficiary a
        continuation of the monthly installments for the remainder of the Payout
        Period.

2.6     ADDITIONAL DEATH BENEFIT - BURIAL EXPENSE. In addition to the
        above-described benefits, if the Executive dies while employed by the
        Association, the Executive's Beneficiary shall be entitled to receive a
        one-time lump sum death benefit in the amount of Twenty Thousand Dollars
        ($20,000.00). This benefit shall be provided specifically for the
        purpose of providing payment for burial and/or funeral expenses of the
        Executive. Such benefit shall be payable within thirty (30) days of the
        Executive's death.


                                   SECTION III
                               DISABILITY BENEFIT

        (a)     Notwithstanding any other provision hereof, the Executive who
                has not attained his Benefit Eligibility Date, may request and
                shall be entitled to receive the Disability Benefit hereunder,
                in any case in which it is determined by a duly licensed
                physician selected by the Association, that the Executive is no
                longer able, properly and satisfactorily, to perform his regular
                duties as an officer, because of ill health, accident,
                disability or general inability due to age and, if the
                Executive's employment is terminated pursuant to this paragraph,
                the Executive may elect to begin receiving the Disability
                Benefit in lieu of any benefit available under Section 2.1,
                which are not available prior to the Executive's Benefit
                Eligibility Date. The Disability Benefit shall be an amount
                equal to the annuitized value (using the Interest Factor) of the


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                Executive's Accrued Benefit Account. The Disability Benefit
                shall be payable in monthly installments over the Payout Period
                commencing within thirty (30) days following the above-mentioned
                disability determination. In the event the Executive dies while
                receiving payments pursuant to this Subsection, but prior to the
                completion of all payments due and owing hereunder, the
                Association shall pay to the Executive's Beneficiary monthly
                installments for the remainder of the Payout Period, but in the
                amount equal to the Survivor's Benefit.

        (b)     If the Executive dies after it has been determined that he is
                entitled to the Disability Benefit, but before the commencement
                of such payments, the Executive's Beneficiary shall be entitled
                to the Survivor's Benefit. Such benefit shall be payable to the
                Beneficiary in monthly installments over the Payout Period
                commencing within thirty (30) days of the Executive's death.


                                   SECTION IV
                            BENEFICIARY DESIGNATION

        The Executive shall make an initial designation of primary and secondary
        Beneficiaries upon execution of this Agreement and shall have the right
        to change such designation, at any subsequent time, by submitting to the
        Administrator, in substantially the form attached as Exhibit A to this
        Agreement, a written designation of primary and secondary Beneficiaries.
        Any Beneficiary designation made subsequent to execution of this
        Agreement shall become effective only when receipt thereof is
        acknowledged in writing by the Administrator.


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                                    SECTION V
                                 NON-COMPETITION

5.1     NON-COMPETITION DURING EMPLOYMENT.
        In consideration of the agreements of the Association contained herein
        and of the payments to be made by the Association pursuant hereto, the
        Executive hereby agrees that, for as long as he remains employed by the
        Association, he will devote substantially all of his time, skill,
        diligence and attention to the business of the Association, and will not
        actively engage, either directly or indirectly, in any business or other
        activity which is, or may be deemed to be, in any way competitive with
        or adverse to the best interests of the business of the Association,
        unless the Executive has the prior express written consent of the
        Association.

5.2     BREACH OF NON-COMPETITION CLAUSE.
        (a) CONTINUED EMPLOYMENT FOLLOWING BREACH. In the event (i) any material
        breach by the Executive of the agreements and covenants described in
        Subsection 5.1 occurs, and (ii) the Executive continues employment at
        the Association following such breach, all benefits under this Agreement
        shall be forfeited.

        (b) TERMINATION OF EMPLOYMENT FOLLOWING BREACH.
        In the event (i) any material breach by the Executive of the agreements
        and covenants described in Subsection 5.1 occurs, and (ii) the
        Executive's employment with the Association is terminated due to such
        breach, such termination shall be deemed to be for Cause and the
        benefits under this Agreement shall be forfeited.

5.3     NON-COMPETITION FOLLOWING EMPLOYMENT.
        Executive further understands and agrees that, following Executive's
        termination of employment, except in the event of a Change In Control,
        the Association's obligation, if any, to make payments to the Executive
        under this Agreement shall be conditioned on the Executive's forbearance
        from actively engaging, either directly or indirectly, in any business
        or other activity during the course of the Payout Period which is, or
        may be deemed to be, in any way competitive with or adverse to the best
        interests of the Association, unless the Executive has the prior written
        consent of the Association. In the event of the Executive's


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        breach of the covenants and agreements contained herein, further
        payments to the Executive shall cease and be forfeited.


                                   SECTION VI
                          EXECUTIVE'S RIGHT TO ASSETS

        The rights of the Executive, any Beneficiary, or any other person
        claiming through the Executive under this Agreement, shall be solely
        those of an unsecured general creditor of the Association. The
        Executive, the Beneficiary, or any other person claiming through the
        Executive, shall only have the right to receive from the Association
        those payments or amounts so specified under this Agreement. The
        Executive agrees that he, his Beneficiary, or any other person claiming
        through him shall have no rights or interests whatsoever in any asset of
        the Association, including any insurance policies or contracts which the
        Association may possess or obtain to informally fund this Agreement. Any
        asset used or acquired by the Association in connection with the
        liabilities it has assumed under this Agreement shall not be deemed to
        be held under any trust for the benefit of the Executive or his
        Beneficiaries, unless such asset is contained in the rabbi trust
        described in Section X of this Agreement. Any such asset shall be and
        remain, a general, unpledged asset of the Association in the event of
        the Association's insolvency.


                                   SECTION VII
                            RESTRICTIONS UPON FUNDING

        The Association shall have no obligation to set aside, earmark or
        entrust any fund or money with which to pay its obligations under this
        Agreement. The Executive, his Beneficiaries or any successor in interest
        to him shall be and remain simply a general unsecured creditor of the
        Association in the same manner as any other creditor having a general
        claim for matured and unpaid compensation. The Association reserves the
        absolute right in 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 Association decide to purchase assets such as life insurance,
        mutual funds, disability policies or annuities, the Association reserves
        the absolute right, in its sole


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        discretion, to replace such assets from time to time or to terminate its
        investment in such assets at any time, in whole or in part. At no time
        shall the Executive be deemed to have any lien, right, title or interest
        in or to any specific investment or to any assets of the Association. If
        the Association elects to invest in a life insurance, disability or
        annuity policy upon the life of the Executive, then the Executive shall
        assist the Association by freely submitting to a physical examination
        and by supplying such additional information necessary to obtain such
        insurance or annuities.


                                  SECTION VIII
                                 ACT PROVISIONS

8.1     NAMED FIDUCIARY AND ADMINISTRATOR. The Association, as Administrator,
        shall be the Named Fiduciary of this Agreement. As Administrator, the
        Association 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.

8.2     CLAIMS PROCEDURE AND ARBITRATION. In the event that benefits under this
        Agreement are not paid to the Executive (or to his Beneficiary in the
        case of the Executive's death) and such claimants feel they are entitled
        to receive such benefits, then a written claim must be made to the
        Administrator within sixty (60) days from the date payments are refused.
        The Administrator shall review the written claim and, if the claim is
        denied, in whole or in part, it shall provide in writing, within ninety
        (90) days of receipt of such claim, its 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 writing by the Administrator shall further
        indicate the additional steps which must be undertaken by claimants if
        an additional review of the claim denial is desired.

        If claimants desire a second review, they shall notify the Administrator
        in writing within sixty (60) days of the first claim denial. Claimants
        may review this Agreement or any documents relating thereto and submit
        any issues and comments, in writing, they may feel


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        appropriate. In its sole discretion, the Administrator shall then review
        the second claim and provide a written decision within sixty (60) days
        of receipt of such claim. This decision shall state the specific reasons
        for the decision and shall include reference to specific provisions of
        this Agreement upon which the decision is based.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan or the meaning and effect of the terms and
        conditions thereof, then claimants may submit the dispute to mediation,
        administered by the American Arbitration Association ("AAA") (or a
        mediator selected by the parties) in accordance with the AAA's
        Commercial Mediation Rules. If mediation is not successful in resolving
        the dispute, it shall be settled by arbitration administered by the AAA
        under its Commercial Arbitration Rules, and judgment on the award
        rendered by the arbitrator(s) may be entered in any court having
        jurisdiction thereof.


                                   SECTION IX
                                 MISCELLANEOUS

9.1     NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
        upon the Executive the right to be retained in the service of the
        Association nor limit the right of the Association to discharge or
        otherwise deal with the Executive without regard to the existence of the
        Agreement.

9.2     STATE LAW. The Agreement is established under, and will be construed
        according to, the laws of the state of Indiana, to the extent such laws
        are not preempted by the Act and valid regulations published thereunder.

9.3     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.


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9.4     INCAPACITY OF RECIPIENT. In the event the Executive is declared
        incompetent and a conservator or other person legally charged with the
        care of his person or Estate is appointed, any benefits under the
        Agreement to which such Executive is entitled shall be paid to such
        conservator or other person legally charged with the care of his person
        or Estate.

9.5     UNCLAIMED BENEFIT. The Executive shall keep the Association informed of
        his current address and the current address of his Beneficiaries. The
        Association shall not be obligated to search for the whereabouts of any
        person. If the location of the Executive is not made known to the
        Association as of the date upon which any payment of any benefits from
        the Accrued Benefit Account may first be made, the Association shall
        delay payment of the Executive's benefit payment(s) until the location
        of the Executive is made known to the Association; however, the
        Association shall only be obligated to hold such benefit payment(s) for
        the Executive until the expiration of thirty-six (36) months. Upon
        expiration of the thirty-six (36) month period, the Association may
        discharge its obligation by payment to the Executive's Beneficiary. If
        the location of the Executive's Beneficiary is not made known to the
        Association by the end of an additional two (2) month period following
        expiration of the thirty-six (36) month period, the Association may
        discharge its obligation by payment to the Executive's Estate. If there
        is no Estate in existence at such time or if such fact cannot be
        determined by the Association, the Executive and his Beneficiary(ies)
        shall thereupon forfeit any rights provided for such Executive and/or
        Beneficiary under this Agreement.

9.6     LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Association, or as a member of the Board of Directors shall
        be personally liable to the Executive or any other person for any claim,
        loss, liability or expense incurred in connection with the Agreement.


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9.7     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.

9.8     EFFECTON OTHER CORPORATE BENEFIT AGREEMENTS. Nothing contained in this
        Agreement shall affect the right of the Executive 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 Association's existing or future
        compensation structure.

9.9     SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Executive's death results from suicide, whether sane or insane,
        within twenty-six (26) months after execution of this Agreement, all
        benefits under this Agreement shall be forfeited, and this Agreement
        shall become null and void.

9.10    INUREMENT. This Agreement shall be binding upon and shall inure to the
        benefit of the Association, its successors and assigns, and the
        Executive, his successors, heirs, executors, administrators, and
        Beneficiaries.

9.11    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.

9.12    SOURCE OF PAYMENTS. All payments provided in this Agreement shall be
        timely paid in cash or check from the general funds of the Association
        or the assets of the rabbi trust.


                                       17
<PAGE>

9.13    VESTING. The benefits provided by the Association to the Executive under
        this Agreement shall vest in the Executive according to the following
        schedule:

                                                          Percentage of
                                                          Total Benefit
                       Years of Service                    Vested

                           1 year                              0%
                           2 years                            20%
                           3 years                            40%
                           4 years                            60%
                           5 years                            80%
                           6 years                            100%

        Interpolation shall be made for partial years. For example, 3.5 Years of
        Service would result in vesting of 50%. No vesting shall occur, however,
        until two (2) full Years of Service have been completed. Notwithstanding
        anything to the contrary herein, in the event of the Executive's
        termination of employment due to death or coincident with or following a
        Change in Control, the Executive's Supplemental Retirement Income
        Benefit shall be and become 100% vested, except as is otherwise stated
        in Subparagraph 2.2(b). This section shall not apply in the event of
        termination for Cause.


                                    SECTION X
                          ESTABLISHMENT OF RABBI TRUST

        The Association has established a rabbi trust into which the Association
shall contribute assets which shall be held therein, subject to the claims of
the Association's creditors in the event of the Association's "Insolvency" as
defined in the agreement which establishes such rabbi trust, until the
contributed assets are paid to the Executives and their Beneficiaries in such
manner and at such times as specified in this Agreement. It is the intention of
the Association to make contributions to the rabbi trust to provide the
Association with a source of funds to assist it in meeting the liabilities of
this Agreement. The rabbi trust and any assets held therein shall conform to the
terms of the rabbi trust agreement which has been established in conjunction
with this Agreement. To the extent the language in this Agreement is modified by
the language in the rabbi trust agreement, the rabbi trust agreement shall
supersede this Agreement. Any contributions to the rabbi trust shall be made
during each Plan Year in accordance with the rabbi trust agreement. The


                                       18
<PAGE>

amount of such contribution(s) shall be equal to the full present value of all
benefit accruals under this Plan, if any, less: (i) previous contributions made
on behalf of the Executive to the rabbi trust, and (ii) earnings to date on all
such previous contributions.


                                   SECTION XI
                           AMENDMENT/PLAN TERMINATION

This Agreement shall not be amended, modified or revoked at any time, in whole
or part, without the mutual written consent of the Executive and the
Association, and such mutual consent shall be required even if the Executive is
no longer employed by the Association.


                                   SECTION XII
                                    EXECUTION

12.1    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.

12.2    This Agreement shall be executed in quadruplicate, each copy of which,
        when so executed and delivered, shall be an original, but all three
        copies shall together constitute one and the same instrument


                   Remainder of page intentionally left blank.





                                       19
<PAGE>

        IN WITNESS WHEREOF, the Association and the Executive have caused this
Agreement to be executed on the day and date first above written.



WITNESS:                               EXECUTIVE:



/s/ Thomas J. Sicking                  /s/ Edward Fischer
-------------------------              -----------------------------------------


ATTEST:                                DEARBORN SAVINGS ASSOCIATION, F.A.:



                                       By: /s/ Thomas J. Sicking
                                          --------------------------------------


/s/ Margaret Abner                     Vice President
-------------------------              -----------------------------------------
Secretary                                 (Title)



ATTEST:                                DEARBORN MUTUAL HOLDING COMPANY:



                                       By: /s/ Robert P. Sonntag
                                          --------------------------------------


/s/ Margaret Abner                     Chairman
-------------------------              -----------------------------------------
Secretary                                 (Title)

<PAGE>

               EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
                               FOR EDWARD FISCHER
                             BENEFICIARY DESIGNATION

        The Executive, under the terms of the Second Executive Supplemental
Retirement Income Agreement executed by the Association, dated the 1st day of
May, 1999, hereby designates the following Beneficiary(ies) to receive any
guaranteed payments or death benefits under such Agreement, following his death:


PRIMARY BENEFICIARY: Deborah Fischer
                     ---------------------------------------

SECONDARY BENEFICIARY: Stephanie Fischer & Amy Fischer
                       -------------------------------------


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

        Such Beneficiary Designation is revocable.


DATE: May 1, 1999


/s/ Thomas J. Sicking                      /s/ Edward Fischer
------------------------------------       -------------------------------------
(WITNESS)                                  EXECUTIVE


/s/ Margaret Abner
------------------------------------
(WITNESS)



                                    Exhibit A