EXHIBIT 10.6


                      Split-Dollar Endorsement Agreement

      THIS  AGREEMENT,  made and entered into this 1st day of January,  2001, by
and  between  the  Heartland  Community  Bank,  (hereinafter  referred to as the
"Corporation"), a Corporation organized and existing under the laws of the State
of Indiana, and Jeffrey L. Goben (hereinafter referred to as the "Employee").

      WHEREAS,  the Employee  has  performed  his duties in an  efficient  and
capable manner; and
      WHEREAS,  the  Corporation  is desirous of retaining the services of the
Employee; and
      WHEREAS,  the  Corporation  is desirous  of  assisting  the  Employee in
paying for life insurance on his own life; and
      WHEREAS,  the  Corporation  has determined that this assistance can best
be provided under a  "split-dollar" arrangement; and
      WHEREAS,  the  Corporation  and the Employee  have  applied for  Insurance
Policy No.  1Y200102 (the  "Policy")  issued by the New England  Financial  Life
Insurance Company ("New England Financial") on the Employee's life; and
      WHEREAS, it is now understood and agreed that this split-dollar  agreement
is to be effective as of the date on which the Policy was issued by "New England
Financial".
      NOW,  THEREFORE,  for value  received and in  consideration  of the mutual
covenants contained herein, the parties agree as follows:

                                  ARTICLE I
                                "Definitions"

For purposes of this  Agreement,  the following terms will have the meanings set
forth below:

      1. "Cash  Surrender  Value of the Policy"  will mean the Cash Value of the
Policy;  plus any dividends  and/or  earnings added hereto;  and less any Policy
Loan Balance.
      2.  "Cash  Value of the  Policy"  will mean the cash  value as  calculated
according to the provisions of the Policy.
      3.  "Corporation's  Interest in the Policy" will be defined in Articles IV
and V.
      4.  "Current  Loan  Value of the  Policy"  will mean the Loan Value of the
Policy reduced by any outstanding Policy Loan Balance.
      5.  "Loan  Value of the  Policy"  will  mean the  amount  which  with loan
interest and Monthly  Deductions for the Cost of Insurance,  plus any applicable
Surrender  Charge,  will  equal  the Cash  Value of the  Policy on the next loan
interest due date.
      6.  "Policy Loan  Balance" at any time will mean policy loans  outstanding
plus interest accrued to date.

                                  ARTICLE II
                         "Allocation of Gross Premium"

The Corporation  will pay all premiums on the Policy when due,  according to the
Schedule of Premiums in the Policy.



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                                 ARTICLE III
                             "Payment of Premiums"

Any  premium or portion  thereof  which is  payable  by the  Employee  under any
Article of the  Agreement  may at the election of the Employee be deducted  from
the cash  compensation  otherwise  payable to him and the Corporation  agrees to
transmit  that  premium or portion,  along with any  premium or portion  thereof
payable by it, to the Insurance Company on or before the premium due date.

                                  ARTICLE IV
                            "Rights in the Policy"

The  Employee  will  have the sole  right to  designate  the  beneficiary  for a
specified amount of the death proceeds of the Policy.  The Corporation will have
and may exercise,  except as limited  hereinafter,  all ownership  rights in the
Policy.  The  Corporation  will not without the written  consent of the Employee
assign its rights in the Policy,  other than for the purpose of obtaining a loan
against the Policy, to anyone other than the Employee.  The Corporation will not
take any action in dealing  with the  Insurance  Company  that would  impair any
right or interest of the Employee in the Policy.  The Corporation  will have the
right to borrow  from the  Insurance  Company,  and to  secure  that loan by the
Policy, an amount which together with the unpaid interest accrued thereon,  will
at no time exceed the lesser of (a) the Corporation's Interest in the Policy and
(b) the Loan Value of the Policy.

During the Employee's life time "The Corporation's  Interest In The Policy" will
mean, at any time at which the value of such interest is to be determined  under
this Agreement,  the Cash Value of the Policy at such time,  reduced by any then
outstanding  Policy  Loan  Balance  with  respect  to any loans  made or charged
automatically against the Policy by the Corporation.

ARTICLE  V
                      "Rights to the Proceeds at Death"

Upon the death of the Employee while this Agreement is in force,  the Employee's
beneficiary  as named in the policy will be entitled to receive  from the Policy
proceeds an amount equal to three (3) times the Employee's base salary as of the
first day of January  preceding the Employee's  date of death.  The remainder of
the Policy  Proceeds will be paid to the  Corporation.  Within 60 days after the
death of the Employee, the Corporation will provide to "New England Financial" a
written  statement  indicating the amount of the Policy  proceeds the Employee's
beneficiary is entitled to receive.

                                  ARTICLE VI
                          "Termination of Agreement"

This  Agreement  may be  terminated  at any time while the Employee is living by
written notice  thereof by either the  Corporation or the Employee to the other;
and,  in any event,  this  Agreement  will  terminate  upon  termination  of the
Employee's employment.

                                 ARTICLE VII
                              "Plan Management"

For  purposes  of the  Employee  Retirement  Income  Security  Act of 1974,  the
Corporation  will  be  the  "Named  Fiduciary"  and  Plan  Administrator  of the
split-dollar  life insurance plan for which this Agreement is hereby  designated
the written plan instrument.  The Corporation's board of directors may authorize
a person or group of persons to fulfill the  responsibilities of the Corporation
as Plan Administrator.  The Named Fiduciary or the Plan Administrator may employ
others to render advice with regard to its responsibilities under this Plan. The
Named Fiduciary may also allocate fiduciary  responsibilities  to others and may
exercise  any other  powers  necessary  for the  discharge  of its duties to the
extent not in conflict with the Employee Retirement Income Security Act of 1974.

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                                 ARTICLE VIII
                              "Claims Procedure"

(1) Filing claims.  Any insured,  beneficiary or other  individual  (hereinafter
"Claimant")  entitled to benefits under the Plan or under the Policy will file a
Claim  request with the Plan  Administrator  with respect to benefits  under the
Plan and with "New  England  Financial",  with  respect  to  benefits  under the
Policy.  The Plan Administrator  will, upon written request of a Claimant,  make
available  copies of any claim forms or  instructions  provided by "New  England
Financial"  or advise  the  Claimant  where such  forms or  instructions  may be
obtained.
(2)  Notification  to  Claimant.  If a claim  request  is  wholly  or
partially denied,  the Plan  Administrator will furnish to the Claimant a notice
of the  decision  within 90 days in writing  and in a manner  calculated  to the
understood by the Claimant, which notice will contain the following information:

(a)  The specific reason or reasons for the denial;

(b)  Specific  reference to the pertinent Plan  provisions upon which the denial
     is based;

(c)  A description of any additional  material or information  necessary for the
     Claimant to perfect the Claim and an  explanation  of why such  material or
     information is necessary; and

(d)  An explanation of the Plan's claims review  procedure  describing the steps
     to be taken by a Claimant who wishes to submit his claim for review.

(3) Review Procedure. A Claimant or his authorized  representative may with
respect to any denied claim:

(a)  Request a review  upon  written  application  filed  within  60 days  after
     receipt by the Claimant of notice of the denial of his claim;

(b)  Review pertinent documents; and

(c)  Submit issues and comments in writing.

     Any  request or  submission  will be in writing and will be directed to the
     Named  Fiduciary (or his designee).  The Named  Fiduciary (or its designee)
     will have sole  responsibility  for the review of any denied claim and will
     take all steps appropriate in the light of its findings.

(4) Decision on Review.  The Named  Fiduciary  (or its designee)
     will render a decision  upon review of a denied  claim within 60 days after
     receipt  of  a  request  for  review.  If  special   circumstances  warrant
     additional time, the decision will be rendered as soon as possible, but not
     later than 120 days after receipt of request for review.  Written notice of
     any  such  extension  will  be  furnished  to  the  Claimant  prior  to the
     commencement  of the  Extension.  The decision on review will be in writing
     and will include  specific  reasons for the  decision,  written in a manner
     calculated to be understood by the Claimant, as will as specific references
     to the pertinent  provisions of the Plan on which the decision is based. If
     the decision on review is not  furnished  to the  Claimant  within the time
     limits prescribed above, the claim will be deemed denied on review.



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                                  ARTICLE IX
                           "Satisfaction of Claim"

The Employee rights and interests, and rights and interests of any person taking
under or through  him,  will be  completely  satisfied  upon  compliance  by the
Corporation with the provisions of the Agreement.

                                  ARTICLE X
                          "Amendment and Assignment"

This  Agreement may be altered,  amended or modified,  including the addition of
any extra policy  provisions,  by a written instrument signed by the Corporation
and the Employee.  Either party may,  subject to the  limitations of Article IV,
assign its interest and  obligations  under this Agreement,  provided,  however,
that any assignment will be subject to the terms of this Agreement.



                                  ARTICLE XI
                            "Possession of Policy"

The Corporation will keep possession of the Policy.  The Corporation agrees from
time to time to make the policy  available  to the  Employee or to "New  England
Financial"  for the purpose of endorsing or filing any change of  beneficiary on
the Policy but the Policy will promptly be returned to the Corporation.

                                 ARTICLE XII
"Governing Law"

This Agreement sets forth the entire  Agreement of the parties  hereto,  and any
and all prior  agreements,  to the  extent  inconsistent  herewith,  are  hereby
superseded. This Agreement will be governed by the laws of the State of Indiana.

                                 ARTICLE XIII
                               "Interpretation"

Where appropriate in this Agreement, words used in the singular will include the
plural and words used in the masculine will include the feminine.



      IN WITNESS  WHEREOF,  the parties have  hereunto set their hand and seals,
the Corporation by its duly authorized  officer, on the day and year first above
written.



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                                    Employee


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                                     Officer