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                                  EXHIBIT 10.4

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                         DEARBORN FINANCIAL CORPORATION
                       2002 RECOGNITION AND RETENTION PLAN


1.      ESTABLISHMENT OF THE PLAN; CREATION OF SEPARATE TRUST

        (a) Dearborn Financial Corporation hereby establishes the Dearborn
Financial Corporation 2002 Recognition and Retention Plan (the "Plan") upon the
terms and conditions hereinafter stated in the Plan.

        (b) A separate trust or trusts may be established to purchase shares of
the Common Stock that will be awarded hereunder (the "Trust"). If a trust is
established and a Recipient hereunder fails to satisfy the conditions of the
Plan and forfeits all or any portion of the Common Stock awarded to him or her,
such forfeited shares will be returned to said Trust. If no trust is
established, forfeited shares shall be cancelled or held in treasury, as
determined by the Committee.

2.      PURPOSE OF THE PLAN

        The purpose of the Plan is to advance the interests of the Company and
Dearborn Savings Association, F.A. and the Company's stockholders by providing
Key Employees and Outside Directors of the Company and its Affiliates, including
the Association, upon whose judgment, initiative and efforts the successful
conduct of the business of the Company and its Affiliates largely depends, with
compensation for their contributions to the Company and its Affiliates and an
additional incentive to perform in a superior manner, as well as to attract
people of experience and ability.

3.      DEFINITIONS

        The following words and phrases, when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.

        "AFFILIATE" means any "parent corporation" or "subsidiary corporation"
of the Company, as such terms are defined in Section 424(e) and (f),
respectively, of the Code, or a successor to a parent corporation or subsidiary
corporation.

        "ASSOCIATION" means Dearborn Savings Association, F.A., or a successor
corporation.

        "AWARD" means the grant by the Committee of Restricted Stock, as
provided in the Plan.

        "BENEFICIARY" means the person or persons designated by a Recipient to
receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or, if none,

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his estate.

        "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company, unless otherwise noted.

        "CAUSE" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, or the willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or a final cease-and-desist order, any
of which results in a material loss to the Company or an Affiliate.

        "CHANGE IN CONTROL" of the Company or the Association means a change in
control of a nature that: (i) would be required to be reported in response to
Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Company within
the meaning of the Home Owners' Loan Act of 1933, as amended, and applicable
rules and regulations promulgated thereunder, as in effect at the time of the
Change in Control (collectively, the "HOLA"); or (iii) without limitation such a
Change in Control shall be deemed to have occurred at such time as (a) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's outstanding securities
except for any securities purchased by the Association's employee stock
ownership plan or trust; or (b) individuals who constitute the Board on the date
hereof (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof, PROVIDED that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Company or the Association or similar transaction in which the
Company or the Association is not the surviving institution occurs; or (d) a
proxy statement soliciting proxies from stockholders of the Company, by someone
other than the current management of the Company, seeking stockholder approval
of a plan of reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the Plan are to be exchanged
for or converted into cash or property or securities not issued by the Company;
or (e) a tender offer is made for 25% or more of the voting securities of the
Company and the shareholders owning beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror. Notwithstanding the foregoing, a "Change in Control"
shall not be deemed to have occurred in the event of a conversion of the
Company's mutual holding company to stock form or in connection with any
reorganization or action used to effect such conversion.

        "CODE" means the Internal Revenue Code of 1986, as amended.

        "COMMITTEE" means a committee of the Board of the Company consisting of
either (i) at

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least two Non-Employee Directors of the Company, or (ii) the entire Board of the
Company.

        "COMMON STOCK" means shares of the common stock of the Company, par
value $.10 per share.

        "COMPANY" means Dearborn Financial Corporation, the stock holding
company of the Association, or a successor corporation.

        "CONTINUOUS SERVICE" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation as
a member of the Board of Directors following a cessation of employment as a Key
Employee and continuation as a Director Emeritus following cessation of service
as a Director, if applicable. In the case of a Key Employee, employment shall
not be considered interrupted in the case of sick leave, military leave or any
other leave of absence approved by the Company or in the case of transfers
between payroll locations of the Company, or between the Company, its parent,
its subsidiaries or its successor.

        "DIRECTOR" means a member of the Board, and includes persons who were
members of the Board on the date the Plan was initially approved by the Board.

        "DIRECTOR EMERITUS" means a former member of the Board who is designated
as a Director Emeritus by the Board.

        "DISABILITY" means the permanent and total inability, by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him, or of a Director or Outside Director to serve as
such. Additionally, in the case of an employee, a medical doctor selected or
approved by the Board must advise the Committee that it is either not possible
to determine when such Disability will terminate or that it appears probable
that such Disability will be permanent during the remainder of such employee's
lifetime.

        "EFFECTIVE DATE" means the date determined by the Board to be the
effective date of the Plan.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

        "KEY EMPLOYEE" means any person who is currently employed by the Company
or an Affiliate who is chosen by the Committee to participate in the Plan.

        "NON-EMPLOYEE DIRECTOR" means, for purposes of the Plan, a Director who
(a) is not employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other capacity
than as a Director) greater than $60,000; (c) does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K.

        "NORMAL RETIREMENT" means retirement by a Key Employee or Outside
Director from employment or service on or after attainment of age 65 and 75,
respectively, or at the age

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identified in any Key Employee's Supplemental Retirement Plan.

        "OUTSIDE DIRECTOR" means a Director of the Company or an Affiliate who
is not an employee of the Company or an Affiliate. For purposes of this Plan,
"Outside Director" shall also mean a Director Emeritus who continues
participation in the Plan after retirement from the Board.

        "RECIPIENT" means a Key Employee or Outside Director of the Company or
its Affiliates who receives or has received an Award under the Plan.

        "RESTRICTED PERIOD" means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 6
with respect to Restricted Stock awarded under the Plan.

        "RESTRICTED STOCK" means shares of Common Stock that have been
contingently awarded to a Recipient by the Committee subject to the restrictions
referred to in Section 6, so long as such restrictions are in effect.

4.      ADMINISTRATION OF THE PLAN.

        (a)     ROLE OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall have all of the powers allocated to it
in the Plan. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award granted hereunder shall be final and
binding. The Committee shall act by vote or written consent of a majority of its
members. Subject to the express provisions and limitations of the Plan, the
Committee may adopt such rules and procedures as it deems appropriate for the
conduct of its affairs. The Committee shall report its actions and decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than one time per calendar year.

        (b)     ROLE OF THE BOARD. The members of the Committee shall be
appointed or approved by, and will serve at the pleasure of, the Board of the
Company. The Company Board may in its discretion from time to time remove
members from, or add members to, the Committee. The Board of the Company shall
have all of the powers allocated to it in the Plan, may take any action under or
with respect to the Plan that the Committee is authorized to take, and may
reverse or override any action taken or decision made by the Committee under or
with respect to the Plan, PROVIDED, HOWEVER, that except as provided in Section
6(b), the Board may not revoke any Award except in the event of revocation for
Cause or with respect to unearned Awards in the event the Recipient of an Award
voluntarily terminates employment with the Company prior to Normal Retirement.

        (c)     PLAN ADMINISTRATION RESTRICTIONS. All transactions involving a
grant, award or other acquisitions from the Company shall:

                (i)     be approved by the Company's full Board or by the
                        Committee;

                (ii)    be approved, or ratified, in compliance with Section 14
                        of the Exchange Act, by either: the affirmative vote of
                        the holders of a majority of the

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                        shares present, or represented and entitled to vote at a
                        meeting duly held in accordance with the laws under
                        which the Company is incorporated; or the written
                        consent of the holders of a majority of the securities
                        of the issuer entitled to vote, provided that such
                        ratification occurs no later than the date of the next
                        annual meeting of shareholders; or

                (iii)   result in the acquisition of common stock that is held
                        by the Recipient for a period of six months following
                        the date of such acquisition.

        (d)     LIMITATION ON LIABILITY. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Awards granted under it. If a member of the Board or the Committee
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Company or the Association shall
indemnify such member against any expense (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Company and the Association and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

5.      ELIGIBILITY; AWARDS

        (a)     ELIGIBILITY. Key Employees and Outside Directors are eligible to
receive Awards.

        (b)     NUMBER OF SHARES SUBJECT TO PLAN. The aggregate number of shares
that may be issued under the Plan, subject to adjustment pursuant to Section 7,
is 15,000.

        (c)     AWARDS TO KEY EMPLOYEES AND OUTSIDE DIRECTORS. The Committee may
determine which of the Key Employees and Outside Directors referenced in Section
5(a) will be granted Awards and the number of shares covered by each Award;
PROVIDED, HOWEVER, that in no event shall any Awards be made that will violate
the Company's Charter and Bylaws, the Association's Charter and Bylaws, or any
applicable federal or state law or regulation. Shares of Restricted Stock that
are awarded by the Committee shall, on the date of the Award, be registered in
the name of the Recipient and transferred to the Recipient, in accordance with
the terms and conditions established under the Plan.

        In the event Restricted Stock is forfeited for any reason, the
Committee, from time to time, may determine which of the Key Employees and
Outside Directors will be granted additional Awards to be awarded from forfeited
Restricted Stock.

        In selecting those Key Employees and Outside Directors to whom Awards
will be granted and the amount of Restricted Stock covered by such Awards, the
Committee shall consider such factors as it deems relevant, which factors may
include, among others, the position and responsibilities of the Key Employees
and Outside Directors, the length and value of their services to the Company and
its Affiliates, the compensation paid to the Key Employees or fees paid to the
Outside Directors, and the Committee may request the written recommendation of
the
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Chief Executive Officer and other senior executive officers of the Association,
the Company and its Affiliates or the recommendation of the full Board. All
allocations by the Committee shall be subject to review, and approval or
rejection, by the Board.

        No Restricted Stock shall be earned unless the Recipient maintains
Continuous Service with the Company or an Affiliate until the restrictions
lapse.

        (d)     MANNER OF AWARD. As promptly as practicable after a
determination is made pursuant to Section 5(c) to grant an Award, the Committee
shall notify the Recipient in writing of the grant of the Award, the number of
shares of Restricted Stock covered by the Award, and the terms upon which the
Restricted Stock subject to the Award may be earned. Upon notification of an
Award of Restricted Stock, the Recipient shall execute and return to the Company
a restricted stock agreement (the "Restricted Stock Agreement") setting forth
the terms and conditions under which the Recipient shall earn the Restricted
Stock, together with a stock power or stock powers endorsed in blank.
Thereafter, the Recipient's Restricted Stock and stock power shall be deposited
with an escrow agent specified by the Company ("Escrow Agent") who shall hold
such Restricted Stock under the terms and conditions set forth in the Restricted
Stock Agreement. Each certificate in respect of shares of Restricted Stock
Awarded under the Plan shall be registered in the name of the Recipient.

        (e)     TREATMENT OF FORFEITED SHARES. In the event shares of Restricted
Stock are forfeited by a Recipient, such shares shall be returned to the Company
and shall be held and accounted for pursuant to the terms of the Plan until such
time as the Restricted Stock is re-awarded to another Recipient, in accordance
with the terms of the Plan and the applicable state and federal laws, rules and
regulations.

6.      TERMS AND CONDITIONS OF RESTRICTED STOCK

        The Committee shall have full and complete authority, subject to the
limitations of the Plan, to grant awards of Restricted Stock to Key Employees
and Outside Directors and, in addition to the terms and conditions contained in
Sections 6(a) through 6(h), to provide such other terms and conditions (which
need not be identical among Recipients) in respect of such Awards, and the
vesting thereof, as the Committee shall determine.

        (a)     GENERAL RULES. Unless the Committee shall specifically state to
the contrary at the time an Award is granted, Restricted Stock shall be earned
by a Recipient at the rate of 20% of the initially awarded amount per year,
commencing with the first installment being earned on the first anniversary of
the Date of Grant and succeeding installments being earned on the following
anniversaries, provided that such Recipient maintains Continuous Service.
Subject to any such other terms and conditions as the Committee shall provide
with respect to Awards, shares of Restricted Stock may not be sold, assigned,
transferred (within the meaning of Code Section 83), pledged or otherwise
encumbered by the Recipient, except as hereinafter provided, during the
Restricted Period. The Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with
respect to a Restricted Stock Award, or to remove any or all of such
restrictions.

        (b)     CONTINUOUS SERVICE; FORFEITURE. Except as provided in Section
6(c), if a

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Recipient ceases to maintain Continuous Service for any reason (other than
death, Disability, Change in Control or Normal Retirement), unless the Committee
shall otherwise determine, all shares of Restricted Stock theretofore awarded to
such Recipient and which at the time of such termination of Continuous Service
are subject to the restrictions imposed by Section 6(a) shall, upon such
termination of Continuous Service, be forfeited. Any stock dividends, or cash
dividends that have been declared but not yet paid, attributable to such shares
of Restricted Stock shall also be forfeited.

        (c)     EXCEPTION FOR TERMINATION DUE TO DEATH, DISABILITY, FOLLOWING A
CHANGE IN CONTROL, OR NORMAL RETIREMENT. Notwithstanding the general rule
contained in Section 6(a), Restricted Stock awarded to a Recipient whose
employment with the Company or an Affiliate or service on the Board terminates
due to death, Disability, following a Change in Control, or Normal Retirement,
shall be deemed earned as of the Recipient's last day of employment with the
Company or an Affiliate, or last day of service on the Board of the Company or
an Affiliate; PROVIDED THAT Restricted Stock awarded to a Key Employee who at
any time also serves as a Director shall not be deemed earned due to Normal
Retirement until both employment and service as a Director have been terminated,
and provided further that unless otherwise determined by the Board or the
Committee, Restricted Stock awarded to a Director shall not be deemed earned due
to Normal Retirement until service both as a Director and Director Emeritus has
ended.

        (d)     REVOCATION FOR CAUSE. Notwithstanding anything hereinafter to
the contrary, the Board may by resolution immediately revoke, rescind and
terminate any Award, or portion thereof, previously awarded under the Plan, to
the extent Restricted Stock has not been redelivered by the Escrow Agent to the
Recipient, whether or not yet earned, in the case of a Key Employee whose
employment is terminated by the Company or an Affiliate, or an Outside Director
whose service is terminated by the Company or an Affiliate for Cause, or who is
discovered after termination of employment or service on the Board to have
engaged in conduct that would have justified termination for Cause.

        (e)     RESTRICTED STOCK LEGEND. Each certificate in respect of shares
of Restricted Stock awarded under the Plan shall be registered in the name of
the Recipient and deposited by the Recipient, together with a stock power
endorsed in blank, with the Escrow Agent, and shall bear the following (or a
similar) legend:

                   "The transferability of this certificate and the shares
                of stock represented hereby are subject to the terms and
                conditions (including forfeiture) contained in the
                Dearborn Financial Corporation 2002 Recognition and
                Retention Plan. Copies of such Plan are on file in the
                offices of the Secretary of Dearborn Financial
                Corporation, 118 Walnut Street, Lawrenceburg, Indiana
                47025-1838."

        (f)     PAYMENT OF DIVIDENDS AND RETURN OF CAPITAL. After an Award has
been granted but before such Award has been earned, the Recipient shall receive
any cash dividends paid with respect to such shares, or shall share in any
pro-rata return of capital to all shareholders with respect to the Common Stock.
Stock dividends declared by the Company and paid on

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Awards that have not yet been earned shall be subject to the same restrictions
as the Restricted Stock and the certificate(s) or other instruments representing
or evidencing such shares shall be legended in the manner provided in Section
6(e) and shall be delivered to the Escrow Agent for distribution to the
Recipient when the Restricted Stock upon which such dividends were paid are
earned. Unless the Recipient has made an election under Section 83(b) of the
Code, cash dividends or other amounts so paid on shares that have not yet been
earned by the Recipient shall be treated as compensation income to the Recipient
when paid. If dividends are paid with respect to shares of Restricted Stock
under the Plan that have been forfeited and returned to the Company or to a
trust established to hold issued and unawarded or forfeited shares, the
Committee can determine to award such dividends to any Recipient or Recipients
under the Plan, to any other employee or director of the Company or the
Association, or can return such dividends to the Company.

        (g)     VOTING OF RESTRICTED SHARES. After an Award has been granted,
the Recipient as conditional owner of the Restricted Stock shall have the right
to vote such shares.

        (h)     DELIVERY OF EARNED SHARES. At the expiration of the restrictions
imposed by Section 6(a), the Escrow Agent shall redeliver to the Recipient (or,
where the relevant provision of Section 6(c) applies, in the case of a deceased
Recipient, to his Beneficiary) the certificate(s) and any remaining stock power
deposited with it pursuant to Section 5(d) and the shares represented by such
certificate(s) shall be free of the restrictions referred to Section 6(a).

7.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

        In the event of any change in the outstanding shares subsequent to the
Effective Date by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, or any merger, consolidation
or any change in the corporate structure or shares of the Company, without
receipt or payment of consideration by the Company, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a result of any
of the foregoing, by a Recipient with respect to Restricted Stock shall be
subject to the same restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Escrow Agent in the manner provided in Section 6(e).

8.      ASSIGNMENTS AND TRANSFERS

        No Award nor any right or interest of a Recipient under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or
transferred (within the meaning of Code Section 83) except, in the event of the
death of a Recipient, by will or the laws of descent and distribution until such
Award is earned.



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9.      KEY EMPLOYEE RIGHTS UNDER THE PLAN

        No Key Employee shall have a right to be selected as a Recipient nor,
having been so selected, to be selected again as a Recipient and no Key Employee
or other person shall have any claim or right to be granted an Award under the
Plan or under any other incentive or similar plan of the Company or any
Affiliate. Neither the Plan nor any action taken thereunder shall be construed
as giving any Key Employee any right to be retained in the employ of the Company
or any Affiliate.

10.     OUTSIDE DIRECTOR RIGHTS UNDER THE PLAN

        Neither the Plan nor any action taken thereunder shall be construed as
giving any Outside Director any right to be retained in the service of the
Company or any Affiliate.

11.     WITHHOLDING TAX

        Upon the termination of the Restricted Period with respect to any shares
of Restricted Stock (or at any such earlier time that an election is made by the
Recipient under Section 83(b) of the Code, or any successor provision thereto,
to include the value of such shares in taxable income), the Company or the
Association shall have the right to require the Recipient or other person
receiving such shares to pay the Company or the Association the minimum amount
of any federal or state taxes, including payroll taxes, that are applicable to
such supplemental income and that the Company or the Association is required to
withhold with respect to such shares, or, in lieu thereof, to retain or sell
without notice, a sufficient number of shares held by it to cover the amount
required to be withheld. The Company or the Association shall have the right to
deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company or the Association is required to withhold
with respect to such dividend payments.

12.     AMENDMENT OR TERMINATION

        The Board of the Company may amend, suspend or terminate the Plan or any
portion thereof at any time, PROVIDED, HOWEVER, that no such amendment,
suspension or termination shall impair the rights of any Recipient, without his
consent, in any Award theretofore made pursuant to the Plan. Any amendment or
modification of the Plan or an outstanding Award under the Plan, including but
not limited to the acceleration of vesting of an outstanding Award for reasons
other than death, Disability, Normal Retirement or termination following a
Change in Control, shall be approved by the Committee, or the full Board of the
Company.



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13.     GOVERNING LAW

        The Plan shall be governed by the laws of the State of Indiana, except
to the extent that Federal law shall be deemed to preempt such state law.











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14.     TERM OF PLAN

        The Plan shall become effective on the date determined by the Board of
Directors. It shall continue in effect until the earlier of (i) ten years from
the Effective Date, unless sooner terminated under Section 12 hereof, or (ii)
the date on which all shares of Common Stock available for award hereunder have
vested in the Recipients of such Awards.


        IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officers and the corporate seal to be affixed and duly
attested, as of the ___________ day of __________________, 2002.

Effective Date:   _______________________________


ATTEST:                                     DEARBORN FINANCIAL
                                            CORPORATION




-------------------------------             ----------------------------------
Secretary                                   President






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