AMERICAN SAVINGS, FSB
                                  TRUST FOR THE
                   DIRECTOR DEFERRED COMPENSATION AGREEMENTS,
               THE INDEPENDENT CONTRACTOR'S DEFERRED COMPENSATION
                                   AGREEMENT,
            THE RESTATED EXECUTIVE DEFERRED COMPENSATION AGREEMENTS,
                                     AND THE
                SECOND EXECUTIVE DEFERRED COMPENSATION AGREEMENT


                              AMERICAN SAVINGS, FSB
                                Munster, Indiana

                                  JULY l, 1998








                  Financial Institution Consulting Corporation
                          700 Colonial Road, Suite 260
                            Memphis, Tennessee 38117
                              WATTS: 1-800-873-0089
                               FAX: (901) 684-7411
                                 (901) 684-7400



<PAGE>
                              AMERICAN SAVINGS, FSB
                                  TRUST FOR THE
                   DIRECTOR DEFERRED COMPENSATION AGREEMENTS,
               THE INDEPENDENT CONTRACTOR'S DEFERRED COMPENSATION
                                   AGREEMENT,
            THE RESTATED EXECUTIVE DEFERRED COMPENSATION AGREEMENTS,
                                     AND THE
                SECOND EXECUTIVE DEFERRED COMPENSATION AGREEMENT


         This Trust Agreement,  effective as of the lst day of July, 1998, is by
and between AMERICAN  SAVINGS,  FSB, a federal stock savings bank,  (hereinafter
referred to as "Bank"),  and HOME FEDERAL  SAVINGS  BANK, a banking  corporation
with its  principal  place of  business  in the  State of  Indiana  (hereinafter
referred to as "Trustee").

                                   WITNESETH:

         WHEREAS,  Bank has adopted Director Deferred  Compensation  Agreements,
and an Independent  Contractor's Deferred Compensation  Agreements  (hereinafter
referred to as "Benefit Plans"),  such Benefit Plans have been made effective as
of  the  lst  day of  December,  1992,  and  constitute  non-qualified  deferred
compensation  plans, copies of which are attached hereto as Exhibit A and B; the
Bank has also adopted Restated Executive Deferred Compensation Agreements, and a
Second Executive  Deferred  Compensation Plan, such Benefit Plans have been made
effective as of the lst day of July, 1998, and constitute non-qualified deferred
compensation plans, copies of which are attached hereto as Exhibit C and D.
<PAGE>
         WHEREAS,  Bank has  incurred  or expects to incur  liability  under the
terms of the Benefit Plans with respect to the  individual(s)  participating  in
such Benefit Plans;

         WHEREAS,  Bank wishes to establish a trust (hereinafter  referred to as
("Trust")  and to  contribute  to the Trust  assets that shall be held  therein,
subject to the claims of Bank's creditors in the event of Bank's Insolvency,  as
herein defined, until paid to Benefit Plan participants, and their beneficiaries
in such manner and at such times as specified in the Benefit Plans;

         WHEREAS,  it is the  intention  of the  parties  that this Trust  shall
constitute  an  unfunded  arrangement  and shall not  affect  the  status of the
Benefit  Plans as  unfunded  plans,  maintained  primarily  for the  purpose  of
providing  deferred  compensation  for a select  group of  management  or highly
compensated employees, for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended;

         WHEREAS, it is the intention of Bank to make contributions to the Trust
to  provide  itself  with a source of funds to assist it in the  meeting  of its
liabilities   under   the   Benefit   Plans   (hereinafter    referred   to   as
"Contributions");

         NOW,  THEREFORE,  the parties do hereby  establish  the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:


                                       -2-
<PAGE>
                                    SECTION I

                             ESTABLISHMENT OF TRUST

         (a)      Bank hereby deposits with Trustee in trust, assets which shall
                  become the principal of the Trust to be held, administered and
                  disposed of by Trustee as provided in this Trust Agreement.

         (b)      The Trust hereby established shall be irrevocable.

         (c)      The Trust is intended to be a grantor trust,  of which Bank is
                  the  grantor,  within  the  meaning  of  subpart  E,  part  1,
                  subchapter  J, chapter 1,  subtitle A of the Internal  Revenue
                  Code of 1986, as amended, and shall be construed accordingly.

         (d)      The principal of the Trust,  and any earnings thereon shall be
                  held  separate and apart from other funds of Bank and shall be
                  used  exclusively  for the uses and  purposes of Benefit  Plan
                  participants  and  general  creditors  as  herein  set  forth.
                  Benefit Plan participants and their  beneficiaries  shall have
                  no preferred  claim on, or any beneficial  ownership  interest
                  in,  any assets of the Trust.  Any  rights  created  under the
                  Benefit Plans and this Trust Agreement shall be mere unsecured
                  contractual  rights of  Benefit  Plan  participants  and their
                  beneficiaries  against Bank. Any assets held by the Trust will
                  be  subject to the claims of Bank's  general  creditors  under
                  federal and state law in the event of  Insolvency,  as defined
                  in Section III(a) herein.

         (e)      The  Trustee  shall  be  accountable   for  all  property  and
                  Contributions  received, but the Trustee shall have no duty to
                  see that the Contributions  received are sufficient to provide
                  for the retirement,  disability,  or death benefits, nor shall
                  the   Trustee  be   obligated   to  enforce  or  collect   any
                  Contribution from the Bank.  Notwithstanding the foregoing, in
                  the event of a Change in Control (as defined in Article XIII),
                  the

                                       -3-
<PAGE>
                  Trustee  shall  have the  right  to  monitor,  enforce  and/or
                  collect  any  Contributions  due and owing from the Bank or to
                  give  notice of any  default  in making  Contributions  to any
                  person.

         (f)      Within  75  (seventy-five)  days  following  the  end of  each
                  calender  year,  Bank  shall,  if  necessary,  be  required to
                  irrevocably  deposit  additional cash or other property to the
                  Trust  in an  amount  sufficient  to  pay  each  Benefit  Plan
                  participant or beneficiary  the benefits  payable  pursuant to
                  the terms of the Benefit Plan as of the close of such calendar
                  year(s).

         (g)      Upon (i) a Change in Control, (ii) the death of a Benefit Plan
                  participant,  or (iii)  termination of employment with respect
                  to a Benefit Plan participant,  following a Change in Control,
                  Bank shall as soon as  possible,  but in no event  longer than
                  seventy-five   (75)  days  following   such  event,   make  an
                  additional irrevocable  contribution to the Trust in an amount
                  that is  sufficient  to pay each Benefit Plan  participant  or
                  beneficiary   the   benefits  to  which  such   Benefit   Plan
                  participants  or  his/her   beneficiaries  would  be  entitled
                  pursuant to the terms of the Benefit  Plan as of the date such
                  event occurred.

                                   SECTION II

              PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

         (a)      Bank  shall  deliver  to  Trustee  a  schedule  (the  "Payment
                  Schedule")  that  indicates the amounts  payable in respect of
                  each Benefit Plan participant (and his or her  beneficiaries),
                  that  provides a formula or other  instructions  acceptable to
                  Trustee for  determining  the amounts so payable,  the form in
                  which such amount is to be paid (as

                                       -4-

<PAGE>
                  provided for or  available  under the Benefit  Plan),  and the
                  time of  commencement  for payment of such amounts.  Except as
                  otherwise provided herein,  Trustee shall make payments to the
                  Benefit  Plan   participants   and  their   beneficiaries   in
                  accordance with such Payment  Schedule.  The Trustee shall, in
                  accordance  with the written  instructions  of the Bank, or in
                  the event of a Change in  Control  of the  Bank,  the  written
                  instructions  of the  Benefits  Determiner  (both of which are
                  defined in Section  XIII ),  withhold  and report any federal,
                  state or local taxes that may be required to be withheld  and,
                  reported  with respect to the payment of benefits  pursuant to
                  the terms of the Benefit  Plan and shall pay amounts  withheld
                  to  the  appropriate  taxing  authorities.  In  addition,  the
                  Trustee shall be authorized to pay any federal, state or local
                  taxes to any governmental  body that presents a tax deficiency
                  notice to the Trustee  with respect to income or assets of the
                  Trust.  The Bank  shall  deliver  to the  Trustee  each year a
                  schedule  which  specifies the amount of taxes to be withheld,
                  if any, with respect to benefit payments to be made hereunder.
                  Trustee shall be entitled to rely  conclusively on the written
                  instructions  of Bank, or in the event of a Change in Control,
                  the  Benefits   Determiner,   as  to  all  tax  reporting  and
                  withholding requirements.

         (b)      The  entitlement  of a Benefit Plan  participant or his or her
                  beneficiaries  to  benefits  under the  Benefit  Plan shall be
                  determined  by Bank or such party  (other than the Trustee) as
                  it shall  designate  under the Benefit Plan, and any claim for
                  such  benefits  shall be  considered  and  reviewed  under the
                  procedures set out in the Benefit Plan.

         (c)      Bank may make  payment of benefits  directly  to Benefit  Plan
                  participants or their  beneficiaries  as they become due under
                  the terms of the Benefit Plan. Bank shall

                                       -5-
<PAGE>
                  notify  Trustee of its  decision  to make  payment of benefits
                  directly,   prior  to  the  time   amounts   are   payable  to
                  participants  or  their  beneficiaries.  In  addition,  if the
                  principal  of the Trust,  and any  earnings  thereon,  are not
                  sufficient to make payments of benefits in accordance with the
                  terms of the Benefit Plan, Bank shall make the balance of each
                  such payment as it falls due. Trustee shall notify Bank if and
                  when  such  principal  and  earnings  are  not  sufficient  to
                  discharge obligations currently due under the Payment Schedule
                  and  shall  have no  further  obligation  hereunder  to anyone
                  interested in the Trust.

         (d)      In the event of a Change in Control, Trustee shall rely on the
                  written direction of the Benefits Determiner who shall confirm
                  the accuracy of the Payment  Schedule or who shall  deliver to
                  Trustee a new Payment Schedule upon which Trustee may rely.

                                   SECTION III

                  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
                    TRUST BENEFICIARY WHEN BANK IS INSOLVENT

         (a)      Trustee  shall  cease  payment of  benefits  to  Benefit  Plan
                  participants and their beneficiaries if the Bank is Insolvent.
                  Bank shall be  considered  "Insolvent"  for  purposes  of this
                  Trust Agreement if (i) Bank states to it in writing that it is
                  unable to pay its debts as they  become  due,  or (ii) Bank is
                  subject to a pending  proceeding  as a debtor under the United
                  States Bankruptcy Code.

         (b)      At all times during the continuance of this Trust, as provided
                  in Section I(d) hereof,  the principal and income of the Trust
                  shall be subject to claims of general  creditors of Bank under
                  federal and state law as set forth below.

                                       -6-
<PAGE>
                  (1)      The  Board  of  Directors  and  the  Chief  Executive
                           Officer of Bank shall have the duty to inform Trustee
                           in writing of Bank's Insolvency. If a person claiming
                           to be a  creditor  of  Bank  alleges  in  writing  to
                           Trustee that Bank has become Insolvent, Trustee shall
                           determine whether Bank is Insolvent and, pending such
                           determination,  Trustee shall discontinue  payment of
                           benefits  to  Benefit  Plan   participants  or  their
                           beneficiaries.

                  (2)      Unless   Trustee  has  actual   knowledge  of  Bank's
                           Insolvency,  or has  received  notice  from Bank or a
                           person  claiming to be a creditor  alleging that Bank
                           is  Insolvent,  Trustee shall have no duty to inquire
                           whether Bank is Insolvent.  Trustee may in all events
                           rely on such evidence  concerning  Bank's solvency as
                           may be furnished to Trustee and that provides Trustee
                           with a  reasonable  basis for making a  determination
                           concerning  Bank's  solvency.  Trustee  shall have no
                           liability   for  any   payments   to   Benefit   Plan
                           participants   or  their   beneficiaries   after  the
                           occurrence of an  Insolvency  but prior to its actual
                           knowledge thereof.

                  (3)      If at any time  Trustee has  determined  that Bank is
                           Insolvent,  Trustee  shall  discontinue  payments  to
                           Benefit Plan participants or their  beneficiaries and
                           shall hold the assets of the Trust for the benefit of
                           Bank's  general  creditors.  Nothing  in  this  Trust
                           Agreement  shall in any way  diminish  any  rights of
                           Benefit Plan  participants or their  beneficiaries to
                           pursue their rights as general creditors of Bank with
                           respect to benefits  due under the  Benefit  Plans or
                           otherwise.

                  (4)      Trustee  shall  resume  the  payment of  benefits  to
                           Benefit Plan participants or

                                      -7-
<PAGE>
                           their  beneficiaries in accordance with Section 11 of
                           this  Trust   Agreement   only  after   Trustee   has
                           determined  that  Bank  is  not  (or  is  no  longer)
                           Insolvent.

         (c)      Provided  that  there  are  sufficient   assets,   if  Trustee
                  discontinues  the payment of benefits from the Trust  pursuant
                  to  Section  III(b)  hereof  and  subsequently   resumes  such
                  payments,  the first  payment  following  such  discontinuance
                  shall  include the  aggregate  amount of all  payments  due to
                  Benefit Plan  participants  or their  beneficiaries  under the
                  terms  of  the   Benefit   Plans   for  the   period  of  such
                  discontinuance, less the aggregate amount of any payments made
                  to Benefit Plan participants or their beneficiaries by Bank in
                  lieu of the payments  provided for  hereunder  during any such
                  period of discontinuance.


                                   SECTION IV

                                PAYMENTS TO BANK

         Except as provided in  Sections  III or XII hereof,  Bank shall have no
right or power to direct Trustee to return to Bank or to divert to others any of
the Trust assets  before all payment of benefits  have been made to Benefit Plan
participants and their beneficiaries pursuant to the terms of the Benefit Plans.

                                    SECTION V

                                TRUSTEE'S POWERS

         (a)      All  rights  associated  with  assets  of the  Trust  shall be
                  exercised by Trustee,  and shall in no event be exercisable by
                  or rest with  Benefit Plan  participants.  Bank shall have the
                  right  at  anytime,   and  from  time  to  time  in  its  sole
                  discretion, to substitute assets,

                                       -8-

<PAGE>
                  acceptable to the Trustee,  of equal fair market value for any
                  asset held by the Trust. This right is exercisable by the Bank
                  in a nonfiduciary  capacity without the approval or consent of
                  any person in a fiduciary capacity.

         (b)      Subject to the  foregoing,  Trustee  shall have the  following
                  powers and  authority in the  administration  of the assets of
                  the Trust, in addition to those vested in it elsewhere in this
                  Trust   Agreement  or  by  law:  

                  (i)      Subject to investment  guidelines  issued by Bank, to
                           invest and reinvest the assets of the Trust,  without
                           distinction between principal and income, in any kind
                           of  property,  real,  personal or mixed,  tangible or
                           intangible,  and in any kind of investment,  security
                           or  obligation  suitable for the  investment of Trust
                           assets,   including  federal,   state  and  municipal
                           tax-free  obligations  and other tax-free  investment
                           vehicles,  insurance  policies and annuity contracts,
                           and any common trust fund, group trust,  pooled fund,
                           or other commingled investment fund maintained by the
                           Trustee  or  any  other  bank  or  entity  for  trust
                           investment purposes in which the Trust is eligible to
                           invest and the  provisions  governing such fund shall
                           be  part  of the  Trust  Agreement  as  though  fully
                           restated herein;

                  (ii)     To purchase,  and maintain as owner, a life insurance
                           policy or  policies  with  respect  to  participants;
                           provided,  however,  that the  Trustee  shall  not be
                           required to purchase or take any action  under a life
                           insurance   policy  or  policies   with   respect  to
                           participants  unless  directed  to do so by the Bank,
                           which shall  designate the face amount of said policy
                           or policies,  the terms of the policy or policies and
                           the insurance company.

                                       -9-
<PAGE>
                  (iii)    To sell for  cash or on  credit,  to  grant  options,
                           convert,  redeem,  exchange for other  securities  or
                           other  property,  or  otherwise  to  dispose  of, any
                           security  or other  property  at any time held except
                           that the Trustee shall have no right or obligation to
                           take  any  action  with  respect  to  any   insurance
                           contract or policy unless so directed by the Bank, or
                           in the event of a Change in Control,  by the Benefits
                           Determiner;

                  (iv)     At the direction of the Bank,  to settle,  compromise
                           or  submit  to  arbitration,  any  claims,  debts  or
                           damages,  due or  owning  to or from  the  Trust,  to
                           commence or defend suits or legal  proceedings and to
                           represent the Trust in all suits or legal proceedings
                           provided,  however, the Trustee shall not be expected
                           or required to undertake any of the foregoing  unless
                           there are  sufficient  assets in the Trust with which
                           to do so, or the Trustee has received assurances by a
                           party to this Trust,  satisfactory to the Trustee, of
                           the  payment  or   reimbursement   of  the   expenses
                           connected therewith;

                  (v)      To  exercise  any  conversion  privilege  (other than
                           conversion  privileges  with respect to any insurance
                           policy,  which shall be exercised only upon direction
                           of the Bank,  or in the event of a Change in Control,
                           by the Benefits Determiner) and/or subscription right
                           available  in  connection  with  securities  or other
                           property at any time held, to oppose or to consent to
                           the   reorganization,    consolidation,   merger   or
                           readjustment of the finances of any corporation, bank
                           or  association or to the sale,  mortgage,  pledge or
                           lease of the  property  of any  corporation,  bank or
                           association any of the securities of which may at any
                           time  be  held  and  to do  any  act  with  reference
                           thereto,

                                      -10-
<PAGE>
                           including  the  exercise  of  options,  the making of
                           agreement  or  subscription,   which  may  be  deemed
                           necessary or advisable in connection  therewith,  and
                           to hold and retain any securities or other properties
                           so acquired;

                  (vi)     To hold cash  uninvested  for a reasonable  period of
                           time under the  circumstances  without  liability for
                           interest,  pending  investment thereof or the payment
                           of expenses or making distributions therewith;

                  (vii)    To form  corporations  and to  create  trusts to hold
                           title to any securities or other  property,  all upon
                           such terms and conditions as may be deemed advisable;

                  (viii)   To employ  suitable  agents  and  counsel  and to pay
                           their reasonable expenses and compensation;

                  (ix)     To register any securities held hereunder in the name
                           of the  Trustee  or in the name of a nominee  with or
                           without the  addition of words  indicating  that such
                           securities  are held in a fiduciary  capacity  and to
                           hold any  securities  in bearer  form and to  combine
                           certificates   representing   such   securities  with
                           certificates  of the same  issue  held by  Trustee in
                           other fiduciary or representative  capacities,  or to
                           deposit   securities   in   any   qualified   central
                           depository  where such securities may be held in bulk
                           in the name of the  nominee of such  depository  with
                           securities deposited by other depositors,  or deposit
                           securities issued by the United States Government, or
                           any  agency  or  instrumentalities  thereof,  with  a
                           Federal Reserve Bank;

                  (x)      To make, execute and deliver, as trustee, any and all
                           conveyances,  contracts,  waivers,  releases or other
                           instruments in writing necessary or proper for the

                                      -11-
<PAGE>
                           accomplishment of any of the foregoing powers;

                  (xi)     To have any and all other powers or authority,  under
                           the  laws  of  the  state  in  which  the   Trustee's
                           principal executive offices are located,  relevant to
                           performance in the capacity as Trustee; and

                  (xii)    To settle,  compromise or submit to arbitration,  any
                           claims, debts or damages, due or owing to or from the
                           Trust,   to  commence   or  defend   suits  or  legal
                           proceedings  and to represent  the Trust in all suits
                           or legal proceedings;  provided, however, the Trustee
                           shall not be expected or required to undertake any of
                           the foregoing  unless there are sufficient  assets in
                           the Trust  with  which to do so, or the  Trustee  has
                           received   assurances  by  a  party  to  this  Trust,
                           satisfactory  to  the  Trustee,  of  the  payment  or
                           reimbursement of the expenses connected therewith.

                                   SECTION VI

                              DISPOSITION OF INCOME

         During the term of this Trust, all income received by the Trust, net of
distributions, expenses and taxes, shall be accumulated and reinvested.

                                   SECTION VII

                              ACCOUNTING BY TRUSTEE

         Trustee  shall keep accurate and detailed  records of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including such specific  records as shall be agreed upon in writing between Bank
and Trustee. Within ninety (90) days following the close of each

                                      -12-

<PAGE>
calendar  year and within  sixty (60) days after the removal or  resignation  of
Trustee,  Trustee shall deliver to Bank a written account of its  administration
of the Trust  during  such year or during the period  from the close of the last
preceding  year to the date of such removal or  resignation,  setting  forth all
investments,  receipts,  disbursements  and other  transactions  effected by it,
including a description  of all securities  and  investments  purchased and sold
with the cost or net proceeds of such purchases or sales (accrued  interest paid
or receivable  being shown  separately),  and showing all cash,  securities  and
other  property  held in the  Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

                                  SECTION VIII

                            RESPONSIBILITY OF TRUSTEE

(a)      Trustee shall act with the care,  skill,  prudence and diligence  under
         the circumstances  then prevailing that a prudent person acting in like
         capacity and familiar  with such matters would use in the conduct of an
         enterprise of a like character and with like aims,  provided,  however,
         that  Trustee  shall  incur no  liability  to any person for any action
         taken pursuant to a direction,  request or approval given by Bank which
         is  contemplated  by, and in conformity  with, the terms of the Benefit
         Plans or this Trust and is given in writing by Bank.  In the event of a
         dispute  between Bank and a party,  Trustee may apply at the expense of
         the Trust to a court of competent  jurisdiction located in the State of
         Indiana to resolve the dispute.  

(b)      If Trustee  undertakes or defends any litigation  arising in connection
         with this Trust,  except where it is finally  determined  by a court of
         competent  jurisdiction that the Trustee breached its duties under this
         Agreement,  Bank agrees to indemnify  Trustee against  Trustee's costs,
         expenses and liabilities  (including,  without  limitation,  attorneys'
         fees and expenses) relating

                                      -13-

<PAGE>
         thereto and to be primarily liable for such payments.  If Bank does not
         pay such costs, expenses and liabilities in a reasonably timely manner,
         Trustee may obtain payment from the Trust.

(c)      Trustee may  consult  with legal  counsel  (who may also be counsel for
         Bank  generally)  with  respect  to any of its  duties  or  obligations
         hereunder  and charge their fees to the Trust if they are not paid in a
         timely manner by Bank.

(d)      Trustee may hire agents, accountants,  actuaries,  investment advisors,
         financial consultants or other professionals to assist it in performing
         any of its duties or obligations hereunder.

(e)      Trustee shall have, without exclusion, all powers conferred on trustees
         by  applicable  law,  unless  expressly   provided   otherwise  herein,
         provided,  however,  that if an insurance policy is acquired or held at
         the  direction of Bank as an asset of the Trust,  Trustee shall have no
         power to name a  beneficiary  of the policy  other  than the Trust,  to
         assign the policy other than to a successor trustee,  or to loan to any
         person  (including  Bank) the  proceeds of any  borrowing  against such
         policy.

(f)      Notwithstanding  any powers  granted to Trustee  pursuant to this Trust
         Agreement or to applicable  law,  Trustee shall not have any power that
         could give this  Trust the  objective  of  carrying  on a business  and
         dividing the gains therefrom,  within the meaning of section 301.7701-2
         of the Procedure and Administrative Regulations promulgated pursuant to
         the Internal Revenue Code.

(g)      Trustee shall be entitled to conclusively rely upon any written notice,
         direction, instruction,  certificate or other communication believed by
         it to be genuine and to be signed by the proper person or persons.

(h)      Nothing contained in this Trust Agreement shall require Trustee to risk
         or expend its own



                                      -14-
<PAGE>
         funds in the performance of its duties hereunder. In the acceptance and
         performance of its duties hereunder,  Trustee acts solely as trustee of
         the Trust and not in its individual  capacity,  and all persons,  other
         than  Bank,  having  any claim  against  Trustee  related to this Trust
         Agreement or the actions or agreements of Trustee  contemplated  hereby
         shall look solely to the Trust for the payment or satisfaction thereof,
         except to the extent that Trustee has engaged in willful  misconduct or
         gross  negligence,  or Trustee has  willfully  breached its  obligation
         under this Trust Agreement.

 (i)     Trustee shall not be responsible  for  determining  whether a Change in
         Control (as hereinafter defined) has occurred. Bank will notify Trustee
         of the occurrence of a Change in Control, and Trustee shall be entitled
         to rely  conclusively  upon such  notification  for all  purposes  of a
         Change in Control  hereunder without any liability or further duty with
         respect thereto.

(j)      Any  amendment  or  amendments  that are or may be made to the  Benefit
         Plan(s) shall not increase the Trustee's duties  hereunder  without the
         express written consent of the Trustee.


                                   SECTION IX

                      COMPENSATION AND EXPENSES OF TRUSTEE

         Bank shall pay all administrative  and Trustee's fees and expenses.  If
not paid by Bank, the fees and expenses shall be paid from the Trust.

                                    SECTION X

                       RESIGNATION AND REMOVAL OF TRUSTEE

(a)      Trustee may resign at any time by written  notice to Bank,  which shall
         be effective  sixty (60) days after  receipt of such notice unless Bank
         and Trustee agree otherwise, whether or not a

                                      -15-

<PAGE>
         successor  has been  appointed  and  qualifies.  Trustee  shall  pay or
         deliver  property to the successor  trustee or Bank (in further  trust,
         pending the  appointment of a successor) as the case may be, at the end
         of such period.

(b)      Trustee  may be removed by Bank on sixty (60) days notice to Trustee or
         upon shorter  notice  accepted by Trustee.  A successor  trustee may be
         removed by Bank on ninety (90) days notice to such successor trustee or
         upon shorter notice accepted by the successor trustee.

(c)(1)   If, at the time of a Change in Control  (as defined  herein),  the then
         acting trustee is an individual or entity, not independent of the Bank,
         the Board of Directors of the Bank, as in existence  immediately  prior
         to the Change in Control,  shall  designate an independent  third party
         with corporate trustee powers to act as successor trustee and upon such
         appointment,  the trustee  acting prior to such Change in Control shall
         resign.  The successor  trustee appointed by the Board of Directors may
         not be removed by the Bank for two (2) years following the date of such
         Change in Control.

(2)      If, at the time of a Change in Control  (as  defined in Section  XIII),
         the trustee is, other than serving as trustee hereunder, an independent
         party with respect to the Bank,  Trustee may not be removed by Bank for
         two (2)  years  following  the date of such  Change  in  Control.  Such
         trustee also may not be removed by Bank in  anticipation of a Change in
         Control.

(d)      If Trustee  resigns at any time  following a Change in  Control,  or if
         Trustee is removed by Bank at any time  following the expiration of the
         two (2) year period (as  described  in Subpart  (c) above)  following a
         Change  in  Control,  the  President  of  the  Bank,  as  in  existence
         immediately  prior to a Change in Control,  or in the event such person
         is deceased, the Benefits Determiner,  shall select a successor trustee
         in accordance with the provisions of

                                      -16-

<PAGE>
         XI(a)  hereof  and  such  selection  shall  be  made on or  before  the
         effective  date of  Trustee's  resignation  or  removal.  In all  other
         instances  of  resignation  or removal,  Bank shall  select a successor
         trustee in accordance  with the  provisions of XI(a) hereof,  with such
         selection  being  made on or before  the  effective  date of  Trustee's
         resignation or removal.

(e)      Upon  resignation or removal of Trustee and  appointment of a successor
         trustee,  all assets shall subsequently be promptly  transferred to the
         successor trustee, in accordance with subsection (a) hereof.

(f)      If Trustee  resigns or is removed under  paragraph  (a), (b), or (d) of
         this  Section X, a successor  shall be  appointed  in  accordance  with
         Section  XI  hereof,  with such  selection  being made on or before the
         effective date of resignation or removal.  If no such  appointment  has
         been made,  Bank or  Trustee  (as  applicable)  may apply to a court of
         competent   jurisdiction   for   appointment  of  a  successor  or  for
         instructions.  Should the  Trustee be  required  to apply to a court of
         competent  jurisdiction  for such  purpose,  all expenses of Trustee in
         connection  with the  proceeding  shall be  allowed  as  administrative
         expenses of the Trust.

                                   SECTION XI

                            APPOINTMENT OF SUCCESSOR

(a)      If Trustee resigns or is removed  pursuant to the provisions of Section
         X hereof,  Bank may  appoint  any  third  party,  such as a bank  trust
         department or other party that may be granted  corporate trustee powers
         under  state  law,  to  serve  as  successor  trustee  hereunder.   The
         appointment of a successor  trustee shall be effective when accepted in
         writing  by the new  trustee.  The new  trustee  shall  have all of the
         rights and powers of the former trustee,  including ownership rights in
         the Trust assets. The former trustee shall execute any

                                      -17-

<PAGE>
         instrument  necessary or reasonably  requested by the successor trustee
         to evidence the transfer.

(b)      The  successor  trustee  need not  examine  the records and acts of any
         prior  Trustee  and may  retain or dispose of  existing  Trust  assets,
         subject to Sections VII and VIII hereof The successor trustee shall not
         be  responsible  for and Bank shall  indemnify and defend the successor
         trustee  from any  claim or  liability  resulting  from any  action  or
         inaction  of any prior  trustee  or from any other past  event,  or any
         condition existing at the time it becomes successor trustee.

                                   SECTION XII

                            AMENDMENT OR TERMINATION

(a)      This Trust Agreement may be amended by a written instrument executed by
         Trustee and Bank.  Notwithstanding  the  foregoing,  no such  amendment
         shall  conflict  with the terms of the  Benefit  Plan or shall make the
         Trust revocable.

(b)      The Trust shall not terminate until Benefit Plan participants and their
         beneficiaries  are no longer  entitled to any benefits  pursuant to the
         terms any Benefit Plan. The Trust shall not terminate until the earlier
         of  the  following:   (i)  all  Benefit  Plan  participants  and  their
         beneficiaries  are no longer  entitled to any benefits  pursuant to the
         terms of the Benefit  Plan or (ii) all Benefit  Plan  participants  and
         their  beneficiaries  are no longer  entitled to any lump sum burial or
         disability  benefits pursuant to the terms of the Benefit Plans and the
         Bank has fully complied with all  provisions of the Benefit Plan.  Upon
         termination  of the Trust any assets  remaining  in the Trust  shall be
         returned to Bank.  Notwithstanding the foregoing,  if at any time prior
         to the  termination  of the Trust  pursuant to the provisions set forth
         herein,

                                      -18-

<PAGE>
         the Trust has distributed its entire corpus,  the Trust shall terminate
         unless  within sixty (60) days of  notification  to the Bank by Trustee
         that all  assets of the Trust  have been  distributed,  the Bank  makes
         additional  contributions  to the Trust  for  purposes  of  paying  the
         benefits set forth herein.

(c)      Upon written  approval of Benefit Plan  participants  or  beneficiaries
         entitled to payment of  benefits  pursuant to the ten-ns of the Benefit
         Plan,  Bank may  terminate  this  Trust  prior to the time all  benefit
         payments under the Benefit Plan have been made. All assets in the Trust
         at termination  shall,  after payment of all amounts due to Trustee and
         all fees, taxes, expenses chargeable to the Trust, be returned to Bank.

(d)      Section(s)  I (one),  II (two),  VI (six),  X (ten) and XII (twelve) of
         this Trust  Agreement may not be amended by Bank (i) in anticipation of
         or (ii) for two (2) years  following  a Change of  Control,  as defined
         herein.

                                  SECTION XIII

                                  MISCELLANEOUS

(a)      Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      Benefits payable to Benefit Plan  participants and their  beneficiaries
         under this Trust Agreement may not be anticipated,  assigned (either at
         law or in equity),  alienated,  pledged,  encumbered  or  subjected  to
         attachment,  garnishment,  levy,  execution or other legal or equitable
         process.

(c)      This Trust  Agreement  shall be governed by and construed in accordance
         with the laws of the State of Indiana.  Nothing in this Trust Agreement
         shall be construed to subject the Trust to

                                      -19-

<PAGE>
         the Employee Retirement Income Security Act of 1974, as amended.

(d)      For purposes of this  Trust,"Change  in Control" of the Holding Company
         (defined  herein in subsection (j)) or the Bank shall mean the first to
         occur of any of the following events: 

         (1)      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  Bank's  voting  securities  or  all or
                  substantially  all of the assets of Holding Company and/or the
                  Bank.

         (2)      Holding  Company  and/or  the Bank  enters  into a  definitive
                  agreement  which  contemplates  the merger,  consolidation  or
                  combination  of  either  Holding  Company  or the Bank with an
                  unaffiliated  entity in which either or both of the  following
                  is to occur: (i) the directors of Holding Company and/or Bank,
                  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 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 (2).

         (3)      Holding  Company  and/or  the Bank  enters  into a  definitive
                  agreement   which   contemplates   the   transfer  of  all  or
                  substantially  all of  Holding  Company's  and/or  the  Bank's
                  assets,  other than to a  wholly-owned  subsidiary  of Holding
                  Company;  provided,  however, that if any definitive agreement
                  to transfer assets is terminated

                                      -20-
<PAGE>
                  without  communication  of the  transfer,  then no  Change  in
                  Control  shall be deemed  to have  occurred  pursuant  to this
                  paragraph (3).

         (4)      A majority of the members of the Board of  Directors of either
                  Holding Company or the Bank 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.

(e)      The Bank shall be required to notify the Trustee of a Change in Control
         or imminent Change in Control (for these purposes,  a Change in Control
         shall be  imminent if it shall  occur  within  sixty (60) days from the
         date of said  notice).  The  Trustee  shall not be charged  with actual
         knowledge  of a Change in  Control  until it has  received  notice,  in
         writing, of such Change in Control or imminent Change in Control.

(f)      Every  direction  or  notice  authorized   hereunder  shall  be  deemed
         delivered to the Bank or the Trustee as the case may be:

         (i)      on the  date it is  personally  delivered  to the  Bank or the
         Trustee  at its respective principal executive offices, or

         (ii)     three (3)  business  days  after it is sent by  registered  or
                  certified mail,  postage  prepaid,  addressed to the Bank, the
                  Trustee or the benefits determiner at such principal executive
                  offices.

(g)      The Trustee shall be fully protected in relying upon a certification of
         an authorized

                                      -21-

<PAGE>
         representative  of the Bank with respect to any instruction,  direction
         or approval of the Bank required or permitted hereunder,  and protected
         also in relying upon the certification until a subsequent certification
         is filed with the  Trustee.  The Trustee  shall be fully  protected  in
         acting upon any instrument,  certificate, or paper believed by it to be
         genuine and to be signed or presented by the proper  person or persons,
         and the  Trustee  shall be under no duty to make any  investigation  or
         inquiry as to any  statement  contained  in any such  writing,  but may
         accept  the same as  conclusive  evidence  of the  trust  and  accuracy
         contained therein.

(h)      The Bank has appointed Financial Institution  Consulting Corporation as
         the  'Benefits  Determiner"  to  determine  the  manner  and  amount of
         payments to be made to the participant and/or the beneficiary under the
         Agreement in the event of any  dispute.  In the event that the Benefits
         Determiner  fails to act or resigns,  a successor  benefits  determiner
         shall be:  

         (i)      selected by the Bank,  if no Change in Control has occurred at
                  the Bank, or,

         (ii)     selected  jointly by the participant (or  beneficiary,  if the
                  participant  is  deceased)  and the  Trustee,  if a Change  in
                  Control has occurred at the Bank.

(i)      Communications under this Trust Agreement shall be in writing and shall
         be sent to the following addresses:


         Trustee:          Home Federal Savings Bank
                           501 Washington St.
                           Columbus, Indiana 47202-0408

         Attention:        David L. Fisher, Vice President
                           and Senior Trust Officer
         Telecopier:       (812) 3784663



                                      -22-

<PAGE>
         Bank:             American Savings Bank, FSB
                           8230 Hohman Ave
                           P.O. Box 3198
                           Munster, Indiana 46321-0198
         Attention:        Clement Knapp, President
         Telecopier:     (219) 836-5883

(j)      "Holding  Company"  shall  mean  AMB  Financial,  located  in  Munster,
         Indiana.

(k)      This Trust  Agreement  may be executed  in any number of  counterparts,
         each of which shall be deemed to be an original, but all of which shall
         together constitute only one agreement.

                  [Remainder of Page Intentionally Left Blank]

                                      -23-

<PAGE>
         IN WITNESS WHEREOF, this instrument has been executed as of the day and
year first above written.

ATTEST:                                            AMERICAN SAVINGS, FSB


                                                   By:
Secretary                                          Title:



ATTEST:                                            AMERICAN SAVINGS, FSB


                                                   By:
Secretary                                          Title:



ATTEST:                                            AMERICAN SAVINGS, FSB



______________________, Secretary                  Title: