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                           RESTATED DIRECTOR DEFERRED
                                COMPENSATION PLAN


                       DEARBORN SAVINGS ASSOCIATION, F.A.
                              LAWRENCEBURG, INDIANA

                                   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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                           RESTATED DIRECTOR DEFERRED
                                COMPENSATION PLAN


        This RESTATED DIRECTOR DEFERRED Compensation Plan (the "Plan"),
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, and certain eligible Directors, hereinafter referred to as
"Director," who shall be approved by the Association to participate and who
shall elect to become a party to this Restated Director Deferred Compensation
Plan by execution of a Restated Director Deferred Compensation Joinder Agreement
("Joinder Agreement") in a form provided by the Association. 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 Directors serve the Association as members of the Board;
and

        WHEREAS, the Association recognizes the valuable services heretofore
performed for it by such Directors and wishes to encourage continued service of
each; and

        WHEREAS, the Association values the efforts, abilities and
accomplishments of such Directors and recognizes that the Directors' services
substantially contribute to its continued growth and profits in the future; and

        WHEREAS, these Directors wish to continue to defer a certain portion of
their fees to be earned in the future; and

        WHEREAS, the Directors and the Association desire to formalize the terms
and conditions upon which the Association shall pay such deferred compensation
to the Directors or their designated beneficiaries; and

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        WHEREAS, the Association and the Directors intend this Plan to be
considered an unfunded arrangement, maintained primarily to provide retirement
income for such Directors, for tax purposes and for purposes of the Employee
Retirement Income Security Act of 1974, as amended; and

        WHEREAS, the Association has adopted this Restated Director Deferred
Compensation Plan which controls all issues relating to the Deferred
Compensation Benefits 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 Plan.

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

1.3     "Beneficiary" means the person or persons (and their heirs) designated
        as Beneficiary in the Director's Joinder Agreement to whom the deceased
        Director's benefits are payable. 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 the
        Director will be deemed the Beneficiaries and will take on a per stirpes
        basis. If there are no Children, then the Estate of the Director will be
        deemed the Beneficiary.


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1.4     "Benefit Age" shall be the birthday (and respective month, as
        applicable) on which the Director becomes eligible to receive benefits
        under the Plan. Such birthday shall be designated in the Director's
        Joinder Agreement.

1.5     "Benefit Eligibility Date" shall be the date on which a Director is
        entitled to receive his Deferred Compensation Benefit. It shall be the
        first day of the month following the month in which the Director attains
        the Benefit Age designated in his Joinder Agreement.

1.6     "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 Plan, or gross negligence in matters of material
        importance to the Association.

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


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        (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 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


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        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.

1.8     "Children" means the Director's children, both natural and adopted,
        determined at the time payments are due the Children under this Plan.

1.9     "Deferral Period" means the period of months designated in the
        Director's Joinder Agreement during which the Director shall defer
        current Board fees. The Deferral Period shall commence on the date
        designated in the Director's Joinder Agreement.

1.10    "Deferred Compensation Benefit" means a monthly amount designated in the
        Director's Joinder Agreement (or such reduced amount as calculated under
        Subsection 5.6), payable throughout the Payout Period and commencing on
        the Director's Benefit Eligibility Date.

1.11    "Disability Benefit" means the monthly benefit payable to the Director
        following a determination, in accordance with Subsection 5.2, that he is
        no longer able, properly and satisfactorily, to perform his duties as a
        Director.

1.12    "Effective Date" of this Plan is May 1, 1999.

1.13    "Estate" means the estate of the Director.


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1.14    "Financial Hardship" means an unforeseeable emergency resulting from a
        sudden and unexpected illness or accident of the Director's or of a
        dependent of the Director, loss of the Director's property due to
        casualty, or other similar extraordinary and unforeseeable circumstances
        which arise as a result of an event not within the control of the
        Director. The circumstances that shall constitute an unforeseeable
        emergency will depend upon the facts of each case, but, in any instance,
        payment may not be made to the extent that such hardship is or may be
        relieved (i) through reimbursement or compensation by insurance or
        otherwise, (ii) by liquidation of the Director's assets to the extent
        such liquidation would not itself cause severe financial hardship, or
        (iii) by cessation of deferrals under the Plan. Examples of what are not
        considered to be unforeseeable emergencies include the need to send the
        Director's child to college or the decision to purchase a home.

1.15    "Financial Hardship Benefit" means a withdrawal or withdrawals of an
        amount or amounts attributable to a Financial Hardship and limited to
        the extent reasonably needed to satisfy the emergency need.

1.16    "Payout Period" means the time frame during which certain benefits
        payable hereunder shall be distributed. Payments shall be made in equal
        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 months, as designated in the Director's Joinder
        Agreement.

1.17    "Plan Year" shall mean the twelve (12) month period from May 1 to March
        31 of each year.

1.18    "Projected Deferral" is an estimate, determined upon execution of a
        Joinder Agreement, of the total amount of compensation to be deferred by
        the Director during his Deferral Period (excluding any interest accrued
        on such deferrals), and so designated in the Director's Joinder
        Agreement.


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1.19    "Retirement Account" means book entries maintained by the Bank
        reflecting deferred amounts; provided, however, that 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.

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

1.21    "Survivor's Benefit" means a stream of monthly installments payable to
        the Beneficiary throughout the Payout Period, equal to the amount
        designated in the Joinder Agreement, and subject to Subsections 5.3 and
        6.1.


                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

        The Association has established a rabbi trust into which the Association
shall contribute assets which shall be held therein, pursuant to the agreement
which establishes such rabbi trust. The contributed assets shall be 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 Director and his Beneficiary(ies)
in such manner and at such times as specified in this Plan. It is the intention
of the Association to make a contribution or contributions to the rabbi trust to
provide the Association with a source of funds to assist it in meeting the
liabilities of this Plan. The rabbi trust and any assets held therein shall
conform to the terms of the rabbi trust agreement which has been amended in
conjunction with this Plan. Any contribution(s) to the rabbi trust shall be made
in accordance with the rabbi trust agreement. The amount and timing of such
contribution(s) shall be specified in the agreement which establishes such rabbi
trust.


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                                   SECTION III
                              DEFERRED COMPENSATION

        Commencing on the Effective Date and continuing through the end of the
Deferral Period, the Director and the Association agree that the Director shall
defer into his Retirement Account up to One Hundred Percent (100%) of the
monthly Board fees which the Director would otherwise be entitled to receive
from the Association for each month of the Deferral Period. The total deferral
during the term of the Deferral Period shall not exceed the Director's Projected
Deferral. The specific amount of the Director's monthly deferred compensation
shall be designated in the Director's Joinder Agreement and shall apply only to
fees attributable to services not yet performed.


                                   SECTION IV
                          ADJUSTMENT OF DEFERRAL AMOUNT

        Deferral of the specific amount of fees designated in the Director's
Joinder Agreement shall continue in effect pursuant to the terms of this Plan
unless and until the Director amends his Joinder Agreement by filing with the
Administrator a Notice of Adjustment of Deferral Amount (Exhibit B of the
Joinder Agreement). If the Association increases the amount of fees earned by
the Director, the Director can include such additional amounts in his monthly
deferral, provided approval from the Board of Directors is obtained, by filing a
Notice of Adjustment of Deferral Amount. A Notice of Adjustment of Deferral
Amount shall be effective if filed with the Administrator at least thirty (30)
days prior to any January 1st during the Director's Deferral Period. Such Notice
of Adjustment of Deferral Amount shall be effective commencing with the May 1st
following its filing and shall be applicable only to compensation attributable
to services not yet performed by the Director.


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                                    SECTION V
                               RETIREMENT BENEFIT

5.1     RETIREMENT BENEFIT. Provided the Director has deferred all of the
        Projected Deferral, and subject to Subsections 5.3 and 6.1 of this Plan,
        the Association agrees to pay the Director the Deferred Compensation
        Benefit commencing on the Director's Benefit Eligibility Date. Such
        payments will be made over the term of the Payout Period. In the event
        of the Director's death after commencement of the Deferred Compensation
        Benefit, but prior to completion of all such payments due and owing
        hereunder, the Association shall pay to the Director's Beneficiary a
        continuation of the monthly installments for the number of months
        remaining in the Payout Period.

5.2     DISABILITY BENEFIT. Notwithstanding any other provision hereof, if
        requested by the Director and approved by the Board of Directors, the
        Director shall be entitled to receive the Disability Benefit hereunder,
        in any case in which it is determined by a duly licensed independent
        physician selected by the Association, that the Director is no longer
        able, properly and satisfactorily, to perform his regular duties as a
        Director because of ill health, accident, disability or general
        inability due to age. If the Director's service is terminated pursuant
        to this Subsection and Board of Director approval is obtained, the
        Director may elect to begin receiving the Disability Benefit in lieu of
        the Deferred Compensation Benefit, which is not available prior to the
        Director's Benefit Eligibility Date. The benefit shall begin within
        thirty (30) days of Board of Director approval of such benefit. The
        amount of the monthly benefit shall be determined by the multiplying the
        monthly Deferred Compensation Benefit by a fraction, the numerator of
        which is equal to the total Board fees actually deferred by the Director
        and the denominator of which is equal to the Projected Deferral amount.
        In the event the Director dies while receiving Disability Benefit
        payments pursuant to this Subsection, or after becoming eligible for
        such payments but before the actual commencement of such payments, his
        Beneficiary shall be entitled to receive those benefits provided for in
        Subsection 6.1(a) and the Disability Benefits provided for in this
        Subsection shall terminate upon the Director's death.


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5.3     FINANCIAL HARDSHIP BENEFIT. In the event the Director incurs a Financial
        Hardship, the Director may request a Financial Hardship Benefit. Such
        request shall be either approved or rejected by the Association in the
        exercise of its sole discretion. The Director will be required to
        demonstrate to the satisfaction of the Association that a Financial
        Hardship has occurred and that the Director is otherwise entitled to a
        Financial Hardship Benefit in accordance with Sections 1.14 and 1.15. If
        a Financial Hardship Benefit is approved, it shall be paid in a lump sum
        within thirty (30) days of the event which triggers payment and only to
        the extent of the Director's account balances when paid. The balance of
        the Director's Retirement Account shall be reduced for any Financial
        Hardship Benefit distribution. Any subsequent Deferred Compensation
        Benefit, Survivor's Benefit or Disability Benefit shall be actuarially
        adjusted to reflect such distribution.

5.4     REMOVAL FOR CAUSE. In the event the Director is removed for Cause at any
        time prior to reaching his Benefit Age, he shall be entitled to receive
        the balance of his Retirement Account measured as of the date of
        removal. Such amount shall be paid in a lump sum within thirty (30) days
        of the Director's date of removal. All other benefits provided for the
        Director or his Beneficiary under this Plan shall be forfeited and the
        Plan shall become null and void with respect to such Director.

5.5     TERMINATION RELATED TO A CHANGE IN CONTROL. If the Director's service
        with the Association is voluntarily or involuntarily terminated prior to
        the attainment of his Benefit Eligibility Date following or coincident
        with a Change in Control, then commencing on his Benefit Eligibility
        Date the Director shall be entitled to the full Deferred Compensation
        Benefit, as if he had deferred the entire amount of the Projected
        Deferral, and payable over the Payout Period.

5.6     REDUCED RETIREMENT BENEFIT In the event the Director completes LESS THAN
        One Hundred Percent (100%) of his Projected Deferral for any reason,
        other than due to termination related to a Change in Control, removal
        for Cause, or the Director's death or disability, then commencing on his
        Benefit Eligibility Date, the Director shall be entitled to a reduced
        retirement benefit. The amount of such monthly benefit shall be
        determined by multiplying


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        the monthly Deferred Compensation Benefit by a fraction, the numerator
        of which is equal to the total Board fees actually deferred by the
        Director and the denominator of which is equal to the Projected Deferral
        amount.


                                   SECTION VI
                                 DEATH BENEFITS

6.1     DEATH BENEFIT PRIOR TO COMMENCEMENT OF DEFERRED COMPENSATION BENEFIT. In
        the event of the Director's death prior to commencement of the Deferred
        Compensation Benefit, the Association shall pay the Director's
        Beneficiary a monthly benefit for the Payout Period, commencing within
        thirty (30) days of the Director's death. The amount of such monthly
        benefit payments shall be determined as follows:

        (a)     (1) In the event death occurs (i) while the Director is
                receiving the Disability Benefit provided for in Subsection 5.2,
                or (ii) after the Director has become eligible for such
                Disability Benefit payments but before such payments have
                commenced, the Director's Beneficiary shall be entitled to
                receive the Survivor's Benefit for the number of months in the
                Payout Period, reduced by the number of months Disability
                Benefit payments were made to the Director. In the event death
                occurs after the Director has received the Disability Benefit
                provided for in Subsection 5.2 for the ENTIRE Payout Period, the
                Director's Beneficiary shall NOT be entitled to the Survivor's
                Benefit for any length of time. However, the lump sum payment
                described in paragraph two (2) of this Subsection 6.1(a) shall
                still be applicable to such Beneficiary.

                (2) If the total dollar amount of Disability Benefit payments
                received by the Director under Subsection 5.2 is less than the
                total dollar amount of payments which would have been received
                had the Survivor's Benefit been paid in lieu of the Disability
                Benefit which was paid during the Director's life, the
                Association shall pay the Director's Beneficiary a lump sum
                payment for the difference. This lump sum payment shall be made
                within thirty (30) days of the Director's death.


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        (b)     In the event death occurs while the Director is (i) in the
                service of the Association, (ii) deferring fees pursuant to
                Section III and (iii) PRIOR to any reduction or discontinuance
                (via an effective filing of a Notice of Adjustment of Deferral
                Amount) in the level of deferrals reflected in the Director's
                Joinder Agreement, the Director's Beneficiary shall be paid the
                Survivor's Benefit.

        (c)     In the event death occurs while the Director is (i) in the
                service of the Association, (ii) deferring fees pursuant to
                Section III, and (iii) AFTER any reduction or discontinuance
                (via an effective filing of a Notice of Adjustment of Deferral
                Amount) in the level of deferrals reflected in the Director's
                Joinder Agreement, the Director's Beneficiary shall be paid a
                reduced Survivor's Benefit. The amount of such reduced
                Survivor's Benefit shall be determined by multiplying the
                monthly payment available as a Survivor's Benefit by a fraction,
                the numerator of which is equal to the total Board fees actually
                deferred by the Director as of his death, and the denominator of
                which is equal to the total amount of Board fees which would
                have been deferred AS OF HIS DEATH, if no reduction or
                discontinuance in the level of deferrals had occurred at any
                time following execution of the Joinder Agreement and during the
                Deferral Period.

        (d)     In the event the Director completes LESS THAN One Hundred
                Percent (100%) of his Projected Deferrals for any reason, other
                than due to termination related to a Change in Control, removal
                for Cause, or the Director's death or disability, then the
                Director's Beneficiary shall be paid a reduced Survivor's
                Benefit. The amount of such monthly benefit shall be determined
                by multiplying the monthly by a fraction, the numerator of which
                is equal to the total Board fees actually deferred by the
                Director and the denominator of which is equal to the Projected
                Deferral amount.

        (e)     In the event the Director completes One Hundred Percent (100%)
                of his Projected Deferrals PRIOR to any voluntary or involuntary
                termination other than removal for


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                Cause, and provided no payments have been made pursuant to
                Subsection 5.2, the Director's Beneficiary shall be paid the
                Survivor's Benefit.

6.2     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 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 Director. Such benefit
        shall be payable within thirty (30) days of the Director's death. The
        Director's Beneficiary shall not be entitled to such benefit if the
        Director is removed for Cause prior to death. Notwithstanding anything
        in this Section 6.2 to the contrary, if the Director is also a
        participant in any other agreement, including a Director or Executive
        Deferred Compensation Agreement or an Executive Supplemental Retirement
        Income Agreement, under which an additional $10,000 death benefit for
        burial expenses is being paid, no additional death benefit shall be paid
        under this Section 6.2.


                                   SECTION VII
                             BENEFICIARY DESIGNATION

        The Director shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Joinder 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 the Joinder
Agreement, a written designation of primary and secondary Beneficiaries. Any
Beneficiary designation made subsequent to execution of the Joinder Agreement
shall become effective only when receipt thereof is acknowledged in writing by
the Administrator.


                                  SECTION VIII
                           DIRECTOR'S RIGHT TO ASSETS

        The rights of the Director, any Beneficiary, or any other person
claiming through the Director under this Plan, shall be solely those of an
unsecured general creditor of the Association.


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The Director, the Beneficiary, or any other person claiming through the
Director, shall only have the right to receive from the Association those
payments so specified under this Plan. 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 Association, including any insurance
policies or contracts which the Association may possess or obtain to informally
fund this Plan. Any asset used or acquired by the Association in connection with
the liabilities it has assumed under this Plan, unless expressly provided
herein, 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 Association. Any such asset shall be
and remain, a general, unpledged, and unrestricted asset of the Association.


                                   SECTION IX
                            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 Plan. The
Director, 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 Plan or to
refrain from the same and to determine the extent, nature, and method of any
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 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, 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 Director, then the
Director shall assist the Association by freely submitting to a physical
examination and by supplying such additional information necessary to obtain
such insurance or annuities.


                                       14
<PAGE>

                                    SECTION X
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

        Neither the Director nor any Beneficiary under this Plan 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
Associationruptcy, insolvency or otherwise. In the event the Director or any
Beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Association's liabilities shall
forthwith cease and terminate.

                                   SECTION XI
                                 ACT PROVISIONS

11.1    NAMED FIDUCIARY AND ADMINISTRATOR. The Association shall be the Named
        Fiduciary and Administrator (the "Administrator") of this Plan. As
        Administrator, the Association shall be responsible for the management,
        control and administration of the Plan as established herein. The
        Administrator may delegate to others certain aspects of the management
        and operational responsibilities of the Plan, 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
        Plan 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
        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, 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 Plan or the Joinder
        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


                                       15
<PAGE>

        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 Plan, the Joinder Agreement or any documents relating
        thereto and submit any issues and comments, in writing, they may feel
        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 Plan or the Joinder Agreement upon which the decision is based.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Joinder Agreement or the meaning and
        effect of the terms and conditions thereof, then claimants may submit
        the dispute to Board of Arbitration for final arbitration. Said Board
        shall consist of one member selected by the claimant, one member
        selected by the Association, and the third member selected by the first
        two members. The Board shall operate under any generally recognized set
        of arbitration rules. The parties hereto agree that they, their heirs,
        personal representatives, successors and assigns shall be bound by the
        decision of such 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
        Association nor limit the right of the Association to discharge or
        otherwise deal with Director without regard to the existence of the
        Plan. Pursuant to 12 C.F.R. ss. 563.39(b), the following conditions
        shall apply to this Plan:

        (1)     The Association's Board of Directors may remove the Director at
                any time, but any removal by the Association's Board of
                Directors other than removal


                                       16
<PAGE>

                for Cause, shall not prejudice the Director's vested right to
                compensation or other benefits under the contract. The Director
                shall be paid the balance of his Retirement Account in a lump
                sum within thirty (30) days of his removal in the event he is
                removed for Cause. He shall have no right to receive additional
                compensation or other benefits for any period after removal for
                Cause.

        (2)     If the Director is suspended and/or temporarily prohibited from
                participating in the conduct of the Association'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
                Association'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 Association 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 Association'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
                non-vested obligations of the Association under the contract
                shall terminate as of the effective date of the order. The
                Director shall be paid the balance of his Retirement Account in
                a lump sum within thirty (30) days of his removal in the event
                he is removed pursuant to such order.

        (4)     If the Association is in default (as defined in Section 3(x)(1)
                of the Federal Deposit Insurance Act), all non-vested
                obligations under the contract shall terminate as of the date of
                default.


                                       17
<PAGE>

        (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
                Association:

                (i)     by the Director or his designee at the time the Federal
                        Deposit Insurance Association or the Resolution Trust
                        Association enters into an agreement to provide
                        assistance to or on behalf of the Association 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
                        Association or when the Association is determined by the
                        Director to be in an unsafe or unsound condition.

                Any rights of the parties that have already vested (i.e., the
                balance of the Director's Retirement Account), however, shall
                not be affected by such action.

12.2    STATE LAW. The Plan 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 Plan 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.


                                       18
<PAGE>

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 Estate is appointed, any benefits under the Plan
        to which such Director is entitled shall be paid to such conservator or
        other person legally charged with the care of his person or Estate.
        Except as provided above in this paragraph, when the Association's Board
        of Directors, in its sole discretion, determines that the Director is
        unable to manage his financial affairs, the Board may direct the
        Association 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 Plan, 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 the total estate tax due by
        Director's estate, exceeds 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 the
        event any Beneficiary has a liability hereunder, such Beneficiary may
        petition the Association 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 Association informed of
        his current address and the current address of his Beneficiaries. If the
        location of the Director is not made known to the Association within
        three (3) years after the date on which any payment of the Deferred
        Compensation Benefit may first be made, payment may be made as though
        the Director had died at the end of the three (3) year period. If,
        within one (1) additional year after such three (3) year period has
        elapsed, or, within three (3) years after the actual death of the
        Director, whichever occurs first, the Association is unable to locate
        any Beneficiary of the Director, then the Association may fully
        discharge its obligation by payment to the Estate.


                                       19
<PAGE>

12.7    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Plan, 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 Director or any other person for any claim,
        loss, liability or expense incurred in connection with this Plan.

12.8    GENDER. Whenever in this Plan 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    EFFECT ON OTHER CORPORATE BENEFIT PLANS. Nothing contained in this Plan
        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 Association's existing or future compensation
        structure.

12.10   SUICIDE. Notwithstanding anything to the contrary in this Plan, the
        benefits otherwise provided herein shall not be payable if the
        Director's death results from suicide, whether sane or insane, within
        twenty-six (26) months after the execution of his Joinder Agreement. If
        the Director dies during this twenty-six (26) month period due to
        suicide, the balance of his Retirement Account will be paid to the
        Director's 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 Association for
        payments made prior to determination of suicide.

12.11   INUREMENT. This Plan shall be binding upon and shall inure to the
        benefit of the Association, its successors and assigns, and the
        Director, his successors, heirs, executors, administrators, and
        Beneficiaries.

12.12   SOURCE OF PAYMENTS. All payments provided in this Plan shall be timely
        paid in cash or check from the general funds of the Association or the
        assets of the rabbi trust. The Holding Company guarantees payment and
        provision of all amounts and benefits due to the


                                       20
<PAGE>

        Directors and, if such amounts and benefits are not timely paid or
        provided by the Association, or the rabbi trust, such amounts and
        benefits shall be paid or provided by the Holding Company.

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


                                  SECTION XIII
                              AMENDMENT/REVOCATION

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


                                   SECTION XIV
                                    EXECUTION

14.1    This Plan sets forth the entire understanding of the parties hereto with
        respect to the transactions contemplated hereby.

14.2    This Plan shall be executed in triplicate, 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.


                [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       21
<PAGE>

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


ATTEST:                                     DEARBORN SAVINGS ASSOCIATION, F.A.



________________________________            By: ________________________________
Secretary
                                            Title: _____________________________


ATTEST:                                     DEARBORN MUTUAL HOLDING COMPANY



________________________________            By: ________________________________
Secretary
                                            Title: _____________________________




                                       22
<PAGE>

            RESTATED DIRECTOR DEFERRED COMPENSATION JOINDER AGREEMENT



        I, ___________________, and DEARBORN SAVINGS ASSOCIATION, F.A. hereby
agree for good and valuable consideration, the value of which is hereby
acknowledged, that I shall participate in the Restated Director Deferred
Compensation Plan ("Plan"), as such Plan may now exist or hereafter be amended
or modified, and do further agree to the terms and conditions thereof.

        I understand that I have elected to defer my Board fees by
__________________ ($_______________) a month. Such deferrals commenced on
________________, and shall continue for a period of months known as the
"DEFERRAL PERIOD", and will result in a "PROJECTED DEFERRAL" in the amount of
$________________._____.

        I understand that my election to defer shall continue in accordance with
this Joinder Agreement until such time as I submit a "NOTICE OF ADJUSTMENT OF
DEFERRAL AMOUNT" (Exhibit B, hereto) to the Administrator, at least thirty (30)
days prior to any January 1st of my Deferral Period. A Notice of Adjustment of
Deferral Amount can be used to adjust the amount of Board fees to be deferred or
to discontinue deferrals altogether.

        I hereby elect a "BENEFIT AGE" of 70 years and a "PAYOUT PERIOD" of
months.

        I understand that my "DEFERRED COMPENSATION BENEFIT" shall be
_______________________ ($ _____________) per month payable for the Payout
Period, such Benefit to begin at my Benefit Age.

        IN GENERAL, I understand that if the entire Projected Deferral is met,
my designated Beneficiary shall be entitled to a "SURVIVOR'S BENEFIT" monthly
payment in the amount of $______________________, pursuant to Subsection 6.1 of
the Plan and subject to all relevant Subsections of the Plan.

<PAGE>

        I hereby designate the following individuals as my "BENEFICIARY" and I
am aware that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder Agreement shall become effective only when receipt thereof is
acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY     ________________________________________________________

SECONDARY BENEFICIARY   ________________________________________________________

        I understand that I am entitled to review or obtain a copy of the Plan,
at any time, and may do so by contacting the Administrator.

        This Joinder Agreement shall become effective upon execution (below) by
both the Director and a duly authorized officer of the Association.

        Dated this ___ day of _________, 19___.





________________________________
(Director)


________________________________
(Association's duly authorized Officer)

<PAGE>

            RESTATED DIRECTOR DEFERRED COMPENSATION JOINDER AGREEMENT
                             BENEFICIARY DESIGNATION



        The Director, under the terms of the Restated Director Deferred
Compensation Plan executed by DEARBORN SAVINGS ASSOCIATION, F.A., of
Lawrenceburg, Indiana, dated May 1, 1999, hereby designates the following
Beneficiary to receive any guaranteed payments or death benefits under such
Plan, 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
            RESTATED DIRECTOR DEFERRED COMPENSATION JOINDER AGREEMENT
                     NOTICE OF ADJUSTMENT OF DEFERRAL AMOUNT

<PAGE>

TO:     Association
        Attention:


        I hereby give notice of my election to adjust the amount of my
compensation deferral in accordance with my Restated Director Deferred
Compensation Joinder Agreement, dated the ____ day of __________, 19__. This
notice is submitted thirty (30) days prior to January 1st, and shall become
effective May 1st, as specified below.

        Adjust deferral as of:           January 1st, 19__

        Previous Deferral Amount           ____________ per month
        New Deferral Amount                ____________ per month
                                           (to discontinue deferral, enter $0)


                                    ____________________________________________
                                    DIRECTOR


                                    ____________________________________________
                                    DATE

                                    ACKNOWLEDGED
                                    BY:_________________________________________


                                    TITLE:______________________________________


                                    ____________________________________________
                                    DATE





                                    Exhibit B