EXHIBIT 10(1)


                         DEFERRED COMPENSATION AGREEMENT


                                     between

                                CITY SAVINGS BANK

                                       and

                                  GEORGE KOEHM




                           Effective November 1, 2003

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

1.       DEFINITIONS...........................................................1

2.       VESTING...............................................................3
         2.1      Vested Percentage............................................3

3.       RETIREMENT BENEFIT....................................................3
         3.1      Retirement Benefit...........................................3
         3.2      Full Retirement Benefit......................................4
         3.3      Payment of Retirement Benefit................................4
         3.4      Effect of Employee's Death...................................4

4.       DISABILITY............................................................4
         4.1      Disability Benefit...........................................4
         4.2      Effect of Employee's Death...................................4
         4.3      Evidence of Disability.......................................4

5.       CHANGE IN CONTROL; EARLY RETIREMENT BENEFIT...........................5
         5.1      Early Retirement Benefit.....................................5
         5.2      Effect of Employee's Death...................................5

6.       DEATH BENEFIT.........................................................5
         6.1      Death Benefit................................................5
         6.2      Death Benefit Before Retirement..............................5
         6.3      Death During Early Retirement................................5
         6.4      Death During Retirement Period...............................5
         6.5      Split Dollar Insurance.......................................5

7.       SOURCE OF BENEFITS, INVESTMENT OF CONTRIBUTIONS.......................6
         7.1      Benefits Payable from General Assets.........................6
         7.2      Trust........................................................6
         7.3      Investments to Facilitate Payment of Benefits................6

8.       ADMINISTRATION OF AGREEMENT...........................................7
         8.1      Appointment of Plan Administrator............................7
         8.2      Plan Administrator's Rules and Powers........................7
         8.3      Reliance on Certificate......................................7
         8.4      Liability of Plan Administrator..............................7
         8.5      Interpretation of Plan.......................................7

9.       CLAIMS FOR BENEFITS...................................................7
         9.1      Claims Procedures............................................7
         9.2      Review Procedure.............................................8

10.      MISCELLANEOUS.........................................................8
         10.1     Tax Withholding..............................................8
         10.2     Coverage by ERISA............................................8
         10.3     Not an Employment Contract...................................8
         10.4     Other Benefits...............................................9
         10.5     Restrictions on Alienation of Benefits.......................9
         10.6     Notice.......................................................9
         10.7     Change of Address............................................9
         10.8     Entire Agreement.............................................9
         10.9     Effect of Provisions.........................................9
         10.10    Governing Law...............................................10
         10.11    FDIC, Other Rules...........................................10


<PAGE>


                                CITY SAVINGS BANK

                         DEFERRED COMPENSATION AGREEMENT


     This  Agreement  is entered  into  effective  as of  November  1, 2003 (the
"Effective  Date"),  by and between CITY SAVINGS BANK, a thrift chartered in the
state of Indiana  having its  principal  place of  business  in  Michigan  City,
Indiana ("Employer") and GEORGE KOEHM ("Employee").

                                    RECITALS

     A. Employee has been a dedicated and productive  employee for 3 years,  and
is  Chief  Financial  Officer  of  Employer.  Employee  has  been  substantially
responsible for the growth and profitability of Employer.

     B. In his service for  Employer,  Employee  has both  brought and  acquired
distinctive skills and abilities and an extensive background in and knowledge of
Employer's banking business,  all of which enable Employee to perform his duties
for, and fulfill his responsibilities to, Employer in an outstanding manner.

     C.  Employer  desires to provide  Employee  with  additional  incentives to
continue his employment with Employer so that Employer will further benefit from
Employee's banking experience, skills, abilities, background and knowledge.

     D.  Employee  desires to remain  employed  by  Employer  and to receive the
deferred compensation provided in this Agreement in addition to the compensation
and benefits otherwise available to Employee.

                                    AGREEMENT

     In  consideration  of Employee's past and present services for Employer and
the covenants contained in this Agreement,  Employer and Employee mutually agree
as follows:

1. DEFINITIONS

     For purposes of this  Agreement,  the following  phrases or terms will have
the  indicated  meanings  unless  other  meaning  is clearly  apparent  from the
context:

     "Beneficiary" means the person or persons or the estate of Employee that is
designated  by  Employee  to receive  the Death  Benefit  under  this  Agreement
pursuant to a beneficiary  designation  form validly executed in accordance with
the terms of this Agreement and accepted by the Plan Administrator. In the event
that Employee dies without a surviving designated Beneficiary, the Death Benefit
will be paid to the personal representative of Employee's estate.

         "Benefit" or "Benefits" means the Death Benefit, Disability Benefit,
Early Retirement Benefit, and/or Retirement Benefit pursuant to this Agreement.
<PAGE>

     "Cause" for termination of employment means:

          (a)  personal dishonesty,

          (b)  incompetence,

          (c)  material misconduct,

          (d)  breach of fiduciary duty involving personal profit,

          (e)  failure to perform  duties  required by his employment or failure
               to perform duties of his position,

          (f)  willful  violation of any law,  rule, or  regulation  (other than
               traffic violations or similar offenses) or final cease-and-desist
               order, or

          (g)  violation of any rule,  prescription  or  requirement  set out in
               Employer's  Personnel  Policy,  if said Personnel Policy provides
               for termination of employment.

Notwithstanding  the  foregoing,  Employee  will  not be  deemed  to  have  been
terminated  for Cause  unless and until there has been  delivered  to Employee a
copy of a resolution duly adopted by the  affirmative  vote of not less than the
entire  membership  of the Board of  Directors  of  Employer at a meeting of the
Board of Directors called and held for the purpose (after  reasonable  notice to
Employee and an opportunity for Employee, together with his counsel, to be heard
before the Board of  Directors),  finding that in the good faith  opinion of the
Board of Directors Employee was guilty of conduct  constituting Cause as defined
above and specifying the particulars for such finding in detail.

     "Change in Control".  For purposes of this Agreement, a "Change in Control"
of Employee  shall mean an  acquisition  of "control" of the Employer or of City
Savings  Financial  Corporation,  Employer's  parent  corporation  (the "Holding
Company"), within the meaning of 12 C.F.R. ss. 574.4 (a) (other than a change of
control  resulting  from a trustee or other  fiduciary  holding shares of common
stock  under an  employee  benefit  plan of the  Holding  Company  or any of its
subsidiaries).

     "Competing  Entity" means a bank or other entity providing banking services
in Employer's Primary Service Area.

     "Death Benefit" means the benefit described in Section 6 of this Agreement.

     "Disability  Benefit"  means the  Benefit  described  in  Section 4 of this
Agreement.

     "Disabled" or "Disability"  means a physical or mental condition  resulting
from bodily injury,  disease, or mental disorder that renders Employee incapable
of  continuing  his usual and  customary  employment  with Employer and which is
expected  to last at that  degree  of  severity  for at  least 12  months  or is
expected to result in death, all as determined by a licensed physician chosen by
the Employer. The Plan Administrator will have the authority to reduce the level
of  Disability  required to entitle  Employee to the  Disability  Benefit  under
Article 4 in its sole discretion, but will not be obligated to do so.
<PAGE>

     "Early Retirement Benefit" means the Benefit described in Section 5 of this
Agreement.

     "Effective Date" means November 1, 2003.

     "Employee" means George Koehm.

     "Employer"  means City  Savings  Bank,  a thrift  chartered in the state of
Indiana, or its successor in interest.

     "Plan  Administrator"  means  the  Board  of  Directors  of  Employer,   as
constituted  from time to time;  provided however that the Board of Directors of
Employer may designate another Plan Administrator.

     "Primary  Service Area" means the geographic area designated by Employer as
its primary market area in its usual and customary  reports and filings with the
regulatory bodies.

     "Retirement"  means termination of the employment of the Employee following
the Employee's sixty-fifth birthday.

     "Retirement  Benefit"  means the Benefit  described  in Section 3.1 of this
Agreement.

     "Vested" refers to the portion of Employee's  Benefits under this Agreement
that have been  earned and are no longer  forfeitable  if  Employee  voluntarily
terminates  his  employment  with  Employer or is  involuntarily  terminated  by
Employer without Cause.

     "Vested Percentage" has the meaning given in Section 2.1

2. VESTING

     2.1 Vested Percentage.  The portion of Employee's  Benefits that are Vested
is referred to as Employee's  "Vested  Percentage."  As of the  Effective  Date,
Employee's initial Vested Percentage is 0%. On each anniversary of the Effective
Date,  Employee  shall  become  Vested  in  his  Benefits  to the  extent  of an
additional  10%, so that at a date which is ten years  following  the  Effective
Date his Vested Percentage shall be 100%.

3. RETIREMENT BENEFIT

     3.1 Retirement  Benefit.  Upon  Employee's  termination of employment  with
Employer for any reason other than involuntary  termination for Cause,  Employee
will be entitled to a Retirement Benefit consisting of 15 annual installments in
an amount equal to the Full Retirement  Benefit (as described in Section 3.2 and
adjusted as provided in that Section) multiplied by Employee's Vested Percentage
determined as provided in Section 2, payable as provided in Section 3.3.
<PAGE>

     3.2 Full Retirement Benefit.  The Full Retirement Benefit (when Employee is
fully Vested) is 15 annual payments. The first annual payment will be 60% of the
prior 12 months W-2 income.  The second year of Full Retirement  Benefit will be
increased by a 3.0% cost of living  adjustment.  Furthermore,  subsequent annual
payments  will also be increased by a 3.0% per annum cost of living  adjustment.
Thus, for example,  if payment  commences in 2027, and Employee  earned $150,000
during the 12 months prior to retirement,  the Full  Retirement  Benefit payment
will be 90,000  for 2027;  $92,700  of for 2028,  the  payment  for 2029 will be
$95,481, etc.

     3.3 Payment of Retirement  Benefit.  Payment of the Retirement Benefit will
commence on the later of January 1, 2020,  or the first day of the calendar year
following  Employee's  Retirement from Employer.  The Retirement Benefit will be
payable in annual or other mutually agreed upon convenient installments.

     3.4 Effect of Employee's  Death. In the event Employee dies before retiring
from  Employer or after  retirement  and before all  installments  of Retirement
Benefit due as provided in this Section 3 have been paid, Employee's Beneficiary
will receive the Death  Benefit  described in Section 6 and will not be entitled
to receive any further installments of Retirement Benefit. In the event Employee
dies  after  receiving  all  installments  of  Retirement  Benefit,   Employee's
Beneficiary will be entitled to receive the Death Benefit outlined in Section 6.

4. DISABILITY

     4.1 Disability  Benefit.  Upon  termination of Employee's  employment  with
Employer due to Disability:

          (a)  Employee's Vested Percentage will automatically become 100%;

          (b)  Employee will be entitled to a Disability  Benefit  consisting of
               15 annual  installments in an amount equal to 60% of the prior 12
               months W-2 income. The second and each subsequent  installment of
               Disability  Benefit will be increased by a 3.0% per annum cost of
               living adjustment in the same manner as described in Section 3.2.
               The  Disability  Benefit  will be  payable  in  annual  or  other
               mutually agreed upon convenient installments.

          (c)  Payment  of  Disability  Benefit  will be in  lieu of  Retirement
               Benefit or Early Retirement Benefit.

     4.2 Effect of  Employee's  Death.  In the event of  Employee's  death after
termination  by  reason  of  Disability  but  before  payment  in  full  of  all
installments  of Disability  Benefit,  Employee's  Beneficiary  will receive the
Death  Benefit   described  in  Section  6  without   reduction  for  any  prior
installments  of  Disability  Benefit  and will not be  entitled  to receive any
further installments of Disability Benefit.

     4.3 Evidence of Disability.  It will be the  responsibility  of Employee to
provide evidence of his entitlement to Disability  Benefits under this Agreement
to the Plan Administrator.
<PAGE>

5. CHANGE IN CONTROL; EARLY RETIREMENT BENEFIT

     5.1 Early Retirement Benefit. If a Change in Control of Employer occurs and
Employee's  employment is terminated  within two years of the Change in Control,
but prior to January 1, 2027, or if the Employee either resigns or is terminated
by  Employer  without  Cause,  prior to January 1, 2027,  but not  earlier  than
January  1,  2015  Employee  will be  entitled  to an Early  Retirement  Benefit
consisting 15 annual installments. The first installment will be 60% of prior 12
months W-2 income, as of the date of termination. The second and each subsequent
installment  of Early  Retirement  Benefit will be increased by a 3.0% per annum
cost of living  adjustment  in the same manner as  described in Section 3.2. The
Early Retirement Benefit will be payable in annual or other mutually agreed upon
convenient installments.  Payment of Early Retirement Benefit will be in lieu of
payment of Retirement Benefit or Disability Benefit.

     5.2 Effect of  Employee's  Death.  In the event of  Employee's  death after
termination  as  described  in  Section  5.1 but  before  payment in full of all
installments of Early Retirement  Benefit,  Employee's  Beneficiary will receive
the  Death  Benefit  described  in  Section 6  without  reduction  for any prior
installments of Early Retirement Benefit and will not be entitled to receive any
further installments of Early Retirement Benefit.

6. DEATH BENEFIT

     6.1 Death Benefit.  Upon Employee's  death at any time while this Agreement
is in effect  (including  without  limitation during the period after Employee's
retirement or other  termination of employment)  Employee's  Beneficiary will be
entitled  to a Death  Benefit  consisting  of the  greater of the Death  Benefit
provided  in  Section  6.2,  or  $500,000.  Employee's  Beneficiary  will not be
entitled to any installments of Retirement Benefits.

     6.2 Death Before Retirement. The Full Death Benefit (when Employee is fully
Vested) is an amount equal to the present value, as of the date of death, of the
Full Retirement Benefit that would have been payable commencing as of January 1,
2027, using a discount rate equal to the Federal Open Market  Committee  Federal
Funds Target Rate as in effect on the date of death.

     6.3 Employer  Payment of Death Benefit.  Employer  expressly  agrees to pay
from its own funds the Death  Benefit  described in this Section 6 to Employee's
Beneficiary  without regard to life insurance  policy(ies) being in force on the
life of the employee and being payable to the Employer.

     6.4 Time of Payment.  Employee  will pay the Death  Benefit as described in
Section  6.1 in a lump sum cash  payment to  Employee's  Beneficiary  as soon as
administratively  feasible after  Employee's death and a proof of claim has been
submitted to the insurance carrier or carriers.

     6.5 Proof of Death.  Proof of death in such  form as is  acceptable  to the
Plan Administrator must be furnished prior to distribution of Death Benefit to a
Beneficiary.  If  the  Plan  Administrator  has  any  doubt  as  to  the  proper
Beneficiary to receive payment of Death Benefit under this  Agreement,  the Plan
Administrator  will  have the right to  withhold  payment  until  the  matter is
finally  adjudicated  or to interplead the Death Benefit in a court of competent
jurisdiction. Any payment of Death Benefit made by Employer in good faith and in
accordance  with the provisions of this Agreement and of Employee's  Beneficiary
designation  will  fully  discharge  Employer  and Plan  Administrator  from all
further obligations with respect to such payment.
<PAGE>

7. SOURCE OF BENEFITS, INVESTMENT OF CONTRIBUTIONS

     7.1 Benefits Payable from General Assets. Benefits under this Agreement are
unfunded and will be paid exclusively  from the general assets of Employer,  and
no person  entitled to payment under the Agreement  will have any claim,  right,
priority,  security interest,  or other interest in any fund, trust, account, or
other asset of Employer that may be looked to for such payment.  Nothing in this
Agreement  will be  deemed  to  create  a trust  of any  kind or to  create  any
fiduciary  relationship.  The rights of Employee and any  Beneficiary to receive
any payments  from Employer  pursuant to this  Agreement are no greater than the
rights of a general unsecured creditor of Employer.

     7.2 Trust.  Notwithstanding  the  provisions of Section 7.1,  Employer will
deposit funds or other assets under the City Savings Bank Deferred  Compensation
Trust (the "Trust") for the sole purpose of paying Benefits under this Agreement
(and similar  agreements  entered into by Employer) from those assets unless the
Trust assets are required to satisfy the  obligations of Employer to its general
creditors.  The Trust must meet the  requirements  of a so-called  "rabbi trust"
under IRS Revenue Procedure 92-64, 1992-2 CB 422.

     7.3 Investments to Facilitate Payment of Benefits. Although Employer is not
obligated to invest in any specific  asset or fund or insurance  policy in order
to provide  the means for the  payment  of any  Benefits  under this  Agreement,
Employer may elect to do so. In such event,  Employee will not have any interest
whatever in such asset or fund or policy.  Employee also  understands and agrees
that his cooperation or participation,  in any manner, in the acquisition of any
insurance  policy or any other general asset by Employer for purposes of funding
this  Agreement  will  not  constitute  a   representation   to  Employee,   his
Beneficiary,  or any person  claiming  through  Employee  that any of them has a
special,  identified,  or beneficial  interest in such general  asset.  Although
Employer may earmark,  invest or segregate assets representing its commitment to
Employee under this  Agreement,  no such action will give Employee or any person
claiming  through him any claim to any such  earmarked or segregated  account or
investment  asset at any time. All such investments and accounts will remain the
general  assets of Employer.  Similarly,  no investment  earnings,  increases or
gains realized or unrealized  upon any such  earmarked or segregated  account or
investment will inure to the benefit of Employee directly or indirectly, but all
will remain the  property of  Employer.  To the extent that  Employer  funds are
actually  invested,  earmarked  and/or  segregated for the purpose of performing
Employer's obligations under this Agreement,  (1) no secured arrangement will be
deemed  to  have  been  created  because  of  such  investment,   earmarking  or
segregation,  (2) all earnings,  gains, losses and expenses  experienced on such
investments  will remain the  property  of  Employer  and will have no effect on
Employer's obligations to Employee, and (3) all such assets or funds will remain
subject to the claims of Employer's general creditors.
<PAGE>

8. ADMINISTRATION OF AGREEMENT

     8.1 Appointment of Plan Administrator.  The general  administration of this
Agreement, as well as its construction and interpretation, is vested in the Plan
Administrator.

     8.2 Plan  Administrator's  Rules and Powers.  Subject to the  provisions of
this Agreement,  the Plan  Administrator  may from time to time establish rules,
forms,   and  procedures  for  the   administration   of  this  Plan.  The  Plan
Administrator's decisions as to entitlement to Benefits, amount of Benefits, and
other  matters will be based upon  Employer  records,  the Plan  Administrator's
records, Employer, and all other relevant information, all as interpreted by the
Plan Administrator in its sole discretion. Such decisions,  actions, and records
of the Plan  Administrator  will be conclusive and binding upon Employer and all
persons having or claiming to have any right or interest in or under the Plan.

     8.3 Reliance on Certificate.  The Plan  Administrator  and the officers and
directors of Employer will be entitled to rely on all  certificates  and reports
made by any duly  appointed  accountants  and on all opinions  given by any duly
appointed legal counsel. Such legal counsel may be counsel for Employer.

     8.4 Liability of Plan  Administrator.  No members of the Plan Administrator
will  be  liable  for  any act or  omission  of any  other  member  of the  Plan
Administrator  except as required by applicable law. Employer will indemnify and
save  harmless  each  Plan  Administrator  against  any  and  all  expenses  and
liabilities arising out of his or her service as Plan  Administrator,  excepting
only expenses and liabilities  arising out of his or her own willful misconduct.
Expenses against which a Plan Administrator will be indemnified include, without
limitation,  the amount of any settlement or judgment,  costs, counsel fees, and
related charges  reasonably  incurred in connection with a claim asserted,  or a
proceeding  brought,  or settlement of such claim or  proceeding.  The foregoing
right of  indemnification  is in addition to any other  rights to which any such
person may be entitled as a matter of law or agreement.

     8.5  Interpretation of Plan. The Plan  Administrator has full discretionary
authority  to  interpret  the  Agreement;  such  interpretations  and all  other
decisions and  determinations  made by the Plan  Administrator will be final and
binding  upon all  parties.  In the event that  Employee is a member of the Plan
Administrator,  however, he may not make decisions and determinations  affecting
his own benefits.

9. CLAIMS FOR BENEFITS

     9.1 Claims Procedures.  The Plan Administrator will make all determinations
as to the right of Employee or Beneficiary to a benefit under the Agreement.  If
any person does not receive the benefit to which he or she believes he or she is
entitled  under this  Agreement,  said  person may file a claim for  benefits in
writing which must be signed by Employee, Beneficiary or legal representative of
Employee or  Beneficiary.  Claims will be granted or denied within 30 days after
receipt unless additional time is required because of special circumstances.  If
additional time is required, the claimant will be notified in writing before the
expiration  of 30 days from the  receipt of the claim.  In no event may the time
for  reaching a decision  with  respect to a claim be  extended  beyond 120 days
after receipt of the claim.
<PAGE>

     In the event that the Plan Administrator  denies a claim for benefits,  the
claimant  will be notified in writing.  Such notice will set forth the  specific
reasons for the denial,  the specific  provisions of this Agreement on which the
denial is based,  a  description  of any  additional  materials  or  information
necessary to perfect the claim along with an explanation of why such material or
information is necessary, and an explanation of the claim review procedure.

     If no action is taken by the Plan  Administrator  on a claim within 30 days
after  its  receipt,  or,  if the  period  for  considering  the  claim has been
extended, then if no action is taken within 120 days after receipt of the claim,
the claim  will be deemed to be denied  for  purposes  of the  following  review
procedure.

     9.2  Review  Procedure.  If a claim is  denied  in  whole  or in part,  the
claimant may request the Plan Administrator to review its decision. This request
must be made in  writing  within 60 days  after the claim has been  denied or is
deemed to be denied under Section 9.1 and must set forth all of the grounds upon
which the request is based, any facts in support of the request,  and any issues
or comments which the claimant  considers relevant to the review. In preparing a
request for review,  the claimant will be entitled to review any documents  that
are  pertinent  to his or her claim at the  office of  Employer  during  regular
business hours.

     The Plan  Administrator  will act upon each  request  for review as soon as
possible  but not later than 60 days after the  request  for review is  received
unless  additional  time  is  required  because  of  special  circumstances.  If
additional time is required, the Claimant will be notified in writing before the
expiration  of 60 days from receipt of the appeal.  In no event may the time for
reaching a decision upon appeal be extended beyond 120 days after receipt of the
notice of appeal.

     The Plan  Administrator will make an independent  determination  concerning
the claim for benefits  under this Agreement and will give written notice of its
decision to the claimant.  The decision of the Plan  Administrator  on any claim
review will be final.

     If the Plan Administrator  fails to deliver a decision within 60 days after
receipt of the request for review, the claim will be deemed denied on review.

10. MISCELLANEOUS

     10.1 Tax  Withholding.  Employer  will withhold all  applicable  income and
payroll taxes from any payment of Benefits under this Agreement.

     10.2 Coverage by ERISA. It is the intention of Employer that this Agreement
and the Benefits  provided under this Agreement be  administered  as an unfunded
pension  benefit plan  established and maintained for a member of a select group
of management or highly compensated  employees as described in Section 201(2) of
Employee   Retirement   Income  Security  Act  of  1974   ("ERISA").   The  Plan
Administrator will comply in all respects with the requirements imposed by ERISA
upon such plans.

     10.3 Not an Employment  Contract.  The existence of this Agreement does not
obligate  Employer to continue the  employment  of Employee with Employer or any
affiliate  of  Employer  nor does it limit the right of Employer at any time and
for any  reason  to  terminate  Employee's  employment.  In no  event  may  this
Agreement,  by its terms or implications,  constitute an employment  contract of
any nature whatsoever between Employer and Employee.
<PAGE>

     10.4 Other Benefits. The benefits provided for Employee and his Beneficiary
under this Agreement are in addition to any other benefits available to Employee
under any other program or plan of Employer for its  employees,  and,  except as
may otherwise be expressly  provided,  this Agreement  supplements  and does not
supersede,  modify,  or amend any other  program or plan of Employer.  Moreover,
benefits under this Agreement will not be considered to be compensation  for the
purpose of computing  deferrals or benefits  under any other plan  maintained by
Employer that is described in Section  401(a) or 402(b) of the Internal  Revenue
Code of 1986.

     10.5  Restrictions  on  Alienation  of  Benefits.  No  Benefit  under  this
Agreement will be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance,  transfer,  or charge by Employee or any  Beneficiary  or any other
person, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
transfer,  or charge any Benefit will be void. No Benefit  under this  Agreement
will in any manner be liable for or subject to the debts,  contract liabilities,
or torts of the person entitled to such Benefit.  If Employee or any Beneficiary
under this Agreement should become bankrupt or attempt to anticipate,  alienate,
sell, assign, pledge, encumber, transfer, or charge any right to a Benefit under
this  Agreement,  then  such  Benefit  will,  in  the  discretion  of  the  Plan
Administrator,  terminate,  and, in such event, the Plan Administrator will hold
or apply the Benefit or any part for the benefit of Employee or Beneficiary, his
or her spouse, children, or other dependents, or any of them, in such manner and
in such portion as the Plan Administrator,  in its sole and absolute discretion,
may deem proper.

     10.6  Notice.  Any notice  which will or may be given under this  Agreement
must be in writing and will be mailed by United States mail, postage prepaid. If
notice is to be given to Employer, such notice will be addressed to Employer at:

                                City Savings Bank
                              2000 Franklin Street
                          Michigan City, Indiana 46360

               marked to the attention of the Plan Administrator,
                        Deferred Compensation Agreement.

     10.7  Change of  Address.  Any party  may,  from time to time,  change  the
address to which  notices  will be mailed by giving  written  notice of such new
address to the appropriate party.

     10.8 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between the parties concerning  nonqualified deferred  compensation,  and may be
amended  only by means of a written  document,  signed by the party sought to be
charged with the amendment.

     10.9 Effect of Provisions. The provisions of this Agreement will be binding
upon Employer and its successors and assigns, and upon Employee, his Beneficiary
or   Beneficiaries,   and  any   permitted   assigns,   heirs,   executors   and
administrators.

     10.10  Governing Law. All questions  arising with respect to this Agreement
will be determined by reference to Employee  Retirement  Income  Security Act of
1974, to the extent applicable, and laws of the State of Indiana.

     10.11 FDIC, Other Rules. This Agreement and the rights of the parties under
this  Agreement  will be governed by and  construed in  accordance  with banking
regulations  of the state of Indiana  and of the FDIC.  In the event that one or
more of the  provisions of this agreement are for any reason held to be invalid,
illegal,  or  unenforceable  in any  respect  under  federal  or  state  banking
regulations,  to  the  extent  applicable,   such  invalidity,   illegality,  or
unenforceability will not affect any other provision of this Agreement, but this
Agreement  will be  construed  as if such  invalid,  illegal,  or  unenforceable
provision had never been contained in this Agreement.

    EXECUTED this 11th day of November, 2003.


                               CITY SAVINGS BANK

                               By: /s/ Richard G. Cook
                                   ---------------------------------

                               Its:  Richard G. Cook
                                     -------------------------------


                               EMPLOYEE

                               /s/ George Koehm
                               -------------------------------------
                               George Koehm