SECOND EXECUTIVE DEFERRED
                                COMPENSATION PLAN


                              AMERICAN SAVINGS, FSB
                                Munster, Indiana

                                  July 1, 1998




 



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








<PAGE>
                            SECOND EXECUTIVE DEFERRED
                                COMPENSATION PLAN 

         This  Second  Executive   Deferred   Compensation  Plan  (the  "Plan"),
effective as of the 1st day of July, 1998,  formalizes the  understanding by and
between AMERICAN  SAVINGS,  FSB (the "Bank"),  a federal stock savings bank, and
certain eligible Executives,  hereinafter referred to as "Executives," who shall
be approved by the Bank to  participate in and who shall elect to become a party
to this Second  Executive  Deferred  Compensation  Plan by execution of a Second
Executive Deferred  Compensation  Joinder Agreement  ("Joinder  Agreement") in a
form provided by the Bank. AMB FINANCIAL  (the "Holding  Company") is a party to
this Plan for the sole purpose of guaranteeing the Bank's performance hereunder.

                                   WITNESSETH:

         WHEREAS, the Executives are employed by the Bank; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by such Executives and wishes to encourage continued  employment of each;
and

         WHEREAS,  the Executives  wish to be assured that they will be entitled
to a certain amount of additional  compensation for some definite period of time
from  and  after  retirement  from  active  employment  with  the  Bank or other
termination of employment and wish to provide their  beneficiaries with benefits
from and after death; and

         WHEREAS,  the Bank and the  Executives  wish to  provide  the terms and
conditions  upon which the Bank shall pay such  additional  compensation  to the
Executives  after  retirement or other  termination  of employment  and/or death
benefits to their beneficiaries after death; and



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<PAGE>
     WHEREAS,  these  Executives  wish  to  defer a  certain  portion  of  their
compensation to be earned in the future; and
  
         WHEREAS,  the Bank and the Executives intend this Plan to be considered
an unfunded  arrangement,  maintained primarily to provide retirement income for
such Executives,  members of a select group of management or highly  compensated
employees  of the  Bank,  for tax  purposes  and for  purposes  of the  Employee
Retirement Income Security Act of 1974, as amended; and

         WHEREAS,   the  Bank  has  adopted  this  Second   Executive   Deferred
Compensation   Plan  which   controls  all  issues   relating  to  the  Deferred
Compensation Benefits as described herein;

         NOW  THEREFORE,   in   consideration  of  the  mutual  promises  herein
contained, the parties hereto agree to the following terms and conditions:
 
                                    SECTION I

                                   DEFINITIONS

         When used  herein  the  following  words  and  phrases  shall  have the
meanings below unless the context clearly indicates otherwise:

1.1      "Act" means the Employee  Retirement  Income  Security Act of 1974,  as
         amended from time to time.

1.2      "Bank" means AMERICAN SAVINGS, FSB, and any successor thereto.

1.3      "Base Compensation" means regular salary compensation received from the
         Bank  during  any  calendar  year,  and  before  any  salary   deferral
         contributions to any tax-qualified or non-qualified plan.
<PAGE>
1.4      "Beneficiary"  means the person or persons (and their heirs) designated
         as  Beneficiary  in the  Executive's  Joinder  Agreement  to  whom  the
         deceased  Executive's  benefits are payable.  If no  Beneficiary  is so
         designated, then the Executive's Spouse, if living, will be deemed the
         Beneficiary. If the Executive's Spouse is not living, then the Children
         of the Executive  will be deemed the  Beneficiaries  and will take on a
         per stirpes  basis.  If there are no  Children,  then the Estate of the
         Executive will be deemed the Beneficiary.

1.5      "Benefit  Age" shall be the  birthday  on which the  Executive  becomes
         eligible to receive  benefits  under the plan.  Such birthday  shall be
         designated in the Executive's Joinder Agreement.

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

1.7      "Cause" shall mean personal  dishonesty,  willful  misconduct,  willful
         malfeasance, breach of fiduciary duty involving personal benefit to the
         Executive,  intentional  failure  to  perform  stated  duties,  willful
         violation  of  any  law,  rule,  or  regulation   (other  than  traffic
         violations or similar offenses), final cease-and-desist order, material
         breach of any provision of this Plan, or gross negligence in matters of
         material importance to the Bank.

1.8      "Change in Control"  of the Holding  Company or the Bank shall mean the
         first to occur of any of the following events:

         (a)      Any person or entity or group of affiliate persons or entities
                  (other than the Holding Company)  becomes a beneficial  owner,
                  directly or  indirectly,  of 25% or more of 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.

         (b)      Holding  Company  and/or  the Bank  enters  into a  definitive
                  agreement  which  contemplates  the merger,  consolidation  or
                  combination  of  either  Holding  Company 

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<PAGE>
                  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 (b).

         (c)      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  without  consummation of the
                  transfer,  then no Change in  Control  shall be deemed to have
                  occurred pursuant to this paragraph (c).

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

1.9      "Children" means the Executive's children, natural and adopted.

1.10     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.



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1.11     "Deferral  Period"  means  the  period  of  months  designated  in  the
         Executive's  Joinder  Agreement  during  which the  Executive  shall be
         entitled to defer Base Compensation. The Deferral Period shall commence
         on the date designated in the Executive's Joinder Agreement.

1.12     "Deferred  Compensation  Benefit" means the annuitized value (using the
         Interest  Factor)  of the  Executive's  Elective  Contribution  Account
         measured  as  of  the  Executive's  Benefit  Age,  payable  in  monthly
         installments  throughout  the  Payout  Period  and  commencing  on  the
         Executive's Benefit Eligibility Date.

1.13     "Disability Benefit" means the monthly benefit payable to the Executive
         following a  determination,  in accordance with Subsection 4.3, that he
         is no longer able, properly and  satisfactorily,  to perform his duties
         as an Executive.

1.14     "Effective Date" of this Plan is July 1, 1998.

1.15     "Elective  Contribution"  shall refer to any bookkeeping entry required
         to record an Executive's  voluntary  monthly  pre-tax  deferral of Base
         Compensation  which shall be made in  accordance  with the  Executive's
         Joinder Agreement.

1.16     "Elective Contribution Account" shall be represented by the bookkeeping
         entries required to record a Executive's  Elective  Contributions  plus
         accrued interest,  equal to the Interest Factor, earned to date on such
         amounts. However, neither the existence of such bookkeeping entries nor
         the  Elective  Contribution  Account  itself  shall be deemed to create
         either a trust of any kind,  or a  fiduciary  relationship  between the
         Bank and the Executive or any Beneficiary.

1.17     "Estate" means the estate of the Executive.



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

1.19     "Financial  Hardship  Benefit"  means a withdrawal or withdrawals of an
         amount or amounts  attributable to a Financial  Hardship and limited to
         the extent  reasonably  necessary to satisfy the  emergency  need. If a
         Financial Hardship Benefit is requested by Executive or his Beneficiary
         and approved by the Bank in the exercise of its sole  discretion,  then
         the Financial  Hardship Benefit may be paid in a lump sum within thirty
         (30) days of the event which triggers payment.

1.20     "Interest Factor" means monthly compounding of ten percent (10%).

1.21     "Payout  Period"  means the time frame  during which  certain  benefits
         payable hereunder shall be distributed. Payments shall be made in equal
         monthly installments commencing on the first day of the month following
         the occurrence of the event which triggers  distribution and continuing
         for a period  of  months,  as  designated  in the  Executive's  Joinder
         Agreement.

1.22     "Permanently  and Totally  Disabled"  means Executive has, for at least
         six (6) months,  been unable to perform  the  services  incident to his
         position  with the Bank as a result  of  accidental  bodily  injury  or
         sickness  and that the status is likely to continue  for an  indefinite
         period,  as 



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<PAGE>
         reasonably determined subsequent to the expiration of the six (6) month
         period by a duly licensed physician selected in good faith by the Bank.

1.23     "Plan Year" shall mean the twelve (12) month  period from  January 1 to
         December 31 of each year.

1.24     "Postponed Retirement Date" means the first day of the month coincident
         with or next following the  Executive's  termination of employment with
         the Bank occurring after reaching his Benefit Age.

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

1.26     "Projected Deferral Compensation Benefit" is an estimate of the monthly
         Deferred  Compensation Benefit determined upon execution of the initial
         Joinder  Agreement,  and based upon the Executive's  deferral  election
         over the Deferral  Period with earnings  calculated  using the Interest
         Factor.

1.27     "Projected  Survivor's  Benefit"  means  the  benefit  payable  to  the
         Beneficiary in monthly installments throughout the Payout Period, equal
         to the amount  designated in the  Executive's  Joinder  Agreement,  and
         subject to Subsection 3. 1.

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

1.29     "Survivor's  Benefit" means a stream of monthly installments payable to
         the Beneficiary  throughout the Payout Period. In the event a policy of
         life insurance has been purchased by 

                                       8

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<PAGE>
         the Plan on the  Executive's  life, the Survivor's  Benefit is equal to
         the  amount  designated  in  the  Joinder  Agreement,  and  subject  to
         Subsection  3. 1.  In the  event  no life  insurance  policy  has  been
         purchased by the Plan on the Executive's  life, the Survivor's  Benefit
         shall equal the  annuitized  value (using the  Interest  Factor) of the
         Executive's  Elective  Contribution  Account,  payable  over the Payout
         Period.

1.30     "Tier One  Executives"  and  "Tier Two  Executives"  shall  mean  those
         Executives  who  are  eligible  to  participate   herein  and  who  are
         designated  as such by the Bank.  Exhibit C attached  hereto sets forth
         those persons who have been  designated as Tier One Executives and Tier
         Two Executives.

1.31     "Vested Rights" shall refer to the fact that the Executive shall at all
         times be vested in the amount of any deferred  Base  Compensation  plus
         accrued interest (using the Interest Factor).


                                   SECTION II

                              DEFERRED COMPENSATION

         Commencing on the execution date of the Executive's  Joinder  Agreement
and  continuing  through the end of the Deferral  Period,  the Executive and the
Bank agree  that the  Executive  shall be  entitled  to defer into his  Elective
Contribution Account an amount of Base Compensation, as specified in his Joinder
Agreement,  which the Executive  would otherwise be entitled to receive from the
Bank for each Plan Year during the Deferral Period.


                                       9

<PAGE>
                                   SECTION III

                PRE-RETIREMENT AND POST-RETIREMENT DEATH BENEFITS

3.1      Death Benefit Prior to  Commencement  of  Retirement  Benefits.  In the
         event of  Executive's  death  prior  to  commencement  of the  Deferred
         Compensation  Benefit,  the Bank shall pay  Executive's  Beneficiary  a
         monthly amount for the duration of the Payout Period, commencing within
         thirty (30) days of Executive's death. The amount of such benefit shall
         be  determined  as  follows:  (a) In the event death  occurs  following
         retirement due to disability,  the benefits  payable to the Executive's
         Beneficiary shall be governed by Subsection 4.3 of this Plan.

         (b)      In the event death occurs while Executive is in the service of
                  the Bank and deferring compensation pursuant to Subsection 4.5
                  of this Plan, the  Executive's  Beneficiary  shall be paid the
                  full Survivor's Benefit designated in the Executive's  Joinder
                  Agreement.

         (c)      In the event Executive completes less than one hundred percent
                  (100%)  of the  planned  deferrals  for any other  reason  not
                  listed above (and other than a Change In Control), Executive's
                  Beneficiary shall be paid a reduced Survivor's  Benefit,  such
                  amount being determined by multiplying the Survivor's  Benefit
                  by a  fraction,  the  numerator  of  which  is  equal  to  the
                  compensation  actually  deferred  by  the  Executive  and  the
                  denominator of which is equal to the Projected Deferral.

3.2      Death  During  Receipt of Benefit.  In the event of death of  Executive
         while receiving monthly benefits under Subsection 4.1 of this Plan, the
         Executive's  Beneficiary (or Beneficiary's estate) shall be entitled to
         receive a death  benefit  which shall be payable for the balance of the
         Payout Period, in an amount equal to the benefit payment that was being
         made to Executive prior to his death.


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<PAGE>
3.3      Additional  Death  Benefit  -  Burial  Expense.   In  addition  to  the
         above-described  death  benefits,   upon  the  Executive's  death,  the
         Executive's  Beneficiary  shall be entitled to receive a one-time  lump
         sum death  benefit in the amount of Ten  Thousand  Dollars($10,000.00).
         This  benefit  shall  be  provided  specifically  for  the  purpose  of
         providing  payment for burial and/or funeral expenses of the Executive.
         Such  benefit  shall  be  payable   within  thirty  (30)  days  of  the
         Executive's death. The Executive's Beneficiary shall not be entitled to
         such benefit if the Executive is removed for Cause prior to death.

3.4      Death by Reason of Suicide.  In the event  Executive  dies by reason of
         suicide  within two years of the Effective  Date of this Plan, the Bank
         shall only be  obligated  to pay the  balance of  Executive's  Elective
         Contribution  Account with accrued interest (using the interest factor)
         to the Executive's Beneficiary. Such amount shall be paid in a lump sum
         within thirty days (30) of Executive's  death. All other benefits under
         this Plan shall be forfeited and the Plan shall become null and void.

                                   SECTION IV

                  DEFERRED COMPENSATION BENEFIT AND DISABILITY BENEFIT

4.1      Normal Retirement  Benefit.  Upon reaching Benefit Age, if Executive is
         still  covered  by this  Plan,  the  Bank  shall  be  obligated  to pay
         Executive  the  Deferred  Compensation  Benefit.  Such  payments  shall
         commence on the Executive's Benefit Eligibility Date.

4.2      Postponed  Retirement  Benefit.  The  postponed  retirement  benefit of
         Executive  shall be the Deferred  Compensation  Benefit as set forth in
         Subsection 4.1. However, the Board of Directors, in the exercise of its
         sole  discretion,  may elect to  increase  benefits  if  retirement  is
         postponed  past the Benefit Age designated in the  Executive's  Joinder
         Agreement.  The  postponed  retirement  benefit  shall  not by  paid to
         Executive until the Postponed Retirement Date.


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<PAGE>
4.3      Disability. If Executive Becomes Permanently and Totally Disabled prior
         to reaching his  retirement,  Executive  shall be entitled to receive a
         monthly amount equal to the annuity value of his Elective  Contribution
         Account  at the  time of  disability,  with  such  annuity  value to be
         calculated  over the Payout Period.  Payments shall begin within thirty
         days (30) of Executive  becoming  Permanently and Totally Disabled.  In
         the event  Executive  dies while  receiving  payments  pursuant to this
         Subsection,  or after becoming  eligible for such payments  pursuant to
         this  Subsection,  or after  becoming  eligible  for such  payments but
         before the actual commencement of such payments,  his Beneficiary shall
         be  entitled  to receive  the full  Survivor's  Benefit  for the Payout
         Period,  reduced by the number of months disability payments were made.
         At Executive's  death, to the extent the combined  disability  benefits
         received and Survivor's  Benefits received or to be received under this
         Subsection  are less  than the  total  Deferred  Compensation  Benefit,
         Executive's Beneficiary shall be entitled to a lump sum payment to make
         up the difference.

4.4      Financial  Hardship  Benefit.  In the  event  the  Executive  suffers a
         Financial  Hardship,  the Bank may, if the Board deems it  advisable in
         its sole and  absolute  discretion,  distribute  to the  Executive as a
         Financial  Hardship  Benefit  any portion of the  Executive's  Elective
         Contribution   Account  existing  at  the  date  such  distribution  is
         authorized.  A Financial  Hardship Benefit shall be distributed at such
         times  as the  Board  shall  determine,  and the  Executive's  Elective
         Contribution  Account  shall be reduced  by the amount so  distributed.
         Retirement and/or death benefit payments pursuant to this Plan shall be
         actuarially   reduced  for  any  Financial  Hardship  Benefit  paid  to
         Executive.

4.5      Deferral of  Compensation.  Payment of benefits is conditioned upon the
         Executive deferring receipt of the monthly Base Compensation  specified
         in the Joinder Agreement. If Executive does not defer the entire amount
         specified in the Joinder Agreement, his benefits shall be reduced by an
         actuarially  determined  amount.  This Subsection 4.5 does not apply in
         the instance of termination  following a Change in Control  pursuant to
         Subsection 7.3.



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<PAGE>
                                    SECTION V

                          ESTABLISHMENT OF RABBI TRUST


         The Bank  shall  establish  a rabbi  trust  into  which the Bank  shall
contribute  assets which shall be held therein,  pursuant to the agreement which
establishes  such rabbi trust.  The  contributed  assets shall be subject to the
claims of the  Bank's  creditors  in the  event of the  Bank's  "Insolvency"  as
defined  in  the  agreement  which  establishes  such  rabbi  trust,  until  the
contributed  assets are paid to the Executive and his  Beneficiary(ies)  in such
manner and at such times as specified in this Plan.  It is the  intention of the
Bank to make a contribution or  contributions  to the rabbi trust to provide the
Bank  with a source of funds to assist it in  meeting  the  liabilities  of this
Plan.  The rabbi trust and any assets held therein shall conform to the terms of
the rabbi trust  agreement which has been  established in conjunction  with this
Plan. Any  contribution(s)  to the rabbi trust shall be made in accordance  with
the rabbi trust agreement.  The amount of such contribution(s) shall be at least
equal to the Executive's Elective Contribution Account.


                                   SECTION VI

                          ADJUSTMENT OF DEFERRAL AMOUNT

         Deferral of the specific amount of Base Compensation  designated in the
Executive's  Joinder Agreement shall continue in effect pursuant to the terms of
this Plan unless and until the Executive amends his Joinder  Agreement by filing
with the  Administrator  a Notice of Adjustment of Deferral Amount (Exhibit B of
the Joinder  Agreement).  A Notice of  Adjustment  of Deferral  Amount  shall be
effective if filed with the Administrator at least thirty (30) days prior to any
January1st during the Executive's  Deferral Period. Such Notice of Adjustment of
Deferral Amount shall be effective commencing with the January 1st following its
filing and shall be applicable only to compensation attributable to services not
yet performed by the Executive.




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<PAGE>
                                   SECTION VII

                            TERMINATION OF EMPLOYMENT

7.1      Termination  of Service  Prior to Reaching  Benefit  Age.  If, prior to
         Executive   reaching  his  Benefit  Age,  the   Executive   voluntarily
         terminates  employment  or is  terminated  without  Cause  by the  Bank
         (except in the instance of  termination  following a Change in Control)
         the  Bank  shall  pay to  the  Executive  the  value  of  his  Elective
         Contribution  Account,  increased monthly by the Interest Factor,  such
         payments to commence the first day of the month coincident with or next
         following the Executive reaching Benefit Age.

7.2      Termination  of Service for Cause.  Should the  Executive be terminated
         for Cause  pursuant to the Bylaws of the Bank,  he shall be entitled to
         receive the balance of his Elective Contribution  Account,  measured as
         of the date of removal.  Such amount shall be paid in a lump sum within
         thirty (30) days of the Executive's date of removal. All other benefits
         provided for the Executive or his Beneficiary  under this Plan shall be
         forfeited  and the Plan shall become null and void with respect to such
         Executive.

7.3      Voluntary or  Involuntary  Termination  Due to Change in Control.  If a
         Tier  One  Executive's  employment  with  the  Bank is  voluntarily  or
         involuntarily  terminated  prior  to  the  attainment  of  his  Benefit
         Eligibility  Date due to a Change in Control,  then  commencing  thirty
         (30) days from the date of termination, the Executive shall be entitled
         to the entire Projected Deferral Compensation Benefit, payable over the
         Payout Period.  If a Tier Two  Executive's  employment with the Bank is
         voluntarily or involuntarily  terminated prior to the attainment of his
         Benefit Eligibility Date due to a Change in Control, then commencing on
         his Benefit  Eligibility  Date, the Executive  shall be entitled to the
         entire Projected Deferral Compensation Benefit, payable over the Payout
         Period.

7.4      Termination or Suspension  Resulting from Regulatory Actions.  Pursuant
         to 12 C.F.R. Sec.  563.39(b),  the following  conditions shall apply to
         this Plan:

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<PAGE>
         (a)      The Bank's board of directors may  terminate  the  Executive's
                  employment  at any time,  but any  termination  by the  Bank's
                  board of directors other than termination for Cause, shall not
                  prejudice  the  Executive's  right  to  compensation  or other
                  benefits under the contract.  The Executive's benefit shall be
                  limited to the lump sum payout described in Section 7.2 in the
                  event he is terminated for Cause.

         (b)      If the Executive is suspended  and/or  temporarily  prohibited
                  from  participating  in the conduct of the Bank's affairs by a
                  notice served under  Section  8(e)(3) or (g)(1) of the Federal
                  Deposit  Insurance Act (12 U.S.C.  1818(e)(3)  and (g)(1)) the
                  Bank's  obligations  under the Plan shall be suspended (except
                  as to  the  Executive's  Vested  Rights)  as of  the  date  of
                  termination   of   service   unless   stayed  by   appropriate
                  proceedings.  If the charges in the notice are dismissed,  the
                  Bank may in its  discretion  (i) pay the Executive all or part
                  of the compensation withheld while its contractual obligations
                  under this Plan were suspended and (ii) reinstate (in whole or
                  in part) any of its obligations which were suspended.

         (c)      If the Executive is removed and/or permanently prohibited from
                  participating in the conduct of the Bank's affairs by an order
                  issued under Section  8(e)(4) or (g)(1) of the Federal Deposit
                  Insurance   Act  (12  U.S.C.   1818(e)(4)   or  (g)(1)),   all
                  obligations  of the Bank under the Plan shall  terminate as of
                  the effective date of the order,  but the  Executive's  Vested
                  Rights shall not be affected.

         (4)      If the Bank is in default  (as de fined in Section  3(x)(1) of
                  the Federal Deposit  Insurance Act), all obligations under the
                  Plan  shall  terminate  as of the  date of  default,  but this
                  paragraph   shall  not  affect   any  Vested   Rights  of  the
                  contracting parties.

         (5)      All  non-Vested  rights/obligations  under  the Plan  shall be
                  terminated,  except to the extent determined that continuation
                  of the Plan is necessary  for the  continued  operation of the
                  Bank:

                           (i)      by the Executive or his designee at the time
                                    the Federal Deposit Insurance corporation or
                                    the Resolution Trust Corporation enters into
                                    an agreement to provide  assistance to or on
                                    behalf  of  the  Bank  under  the  authority
                                    contained  in Section  13(c) of the  Federal
                                    Deposit Insurance Act; or


                                       15
<PAGE>
                           (ii)     by the  Executive  or his  designee,  at the
                                    time the Executive or his designee  approves
                                    a  supervisory  merger to  resolve  problems
                                    related to operation of the Bank or when the
                                    Bank is determined by the Executive to be in
                                    an unsafe or unsound condition.


                                  SECTION VIII 

                             BENEFICIARY DESIGNATION

         The  Executive  shall  make  an  initial  designation  of  primary  and
secondary  Beneficiaries  upon execution of his Joinder Agreement and shall have
the right to change such  designation,  at any subsequent time, by submitting to
the Administrator in substantially the form attached as Exhibit A to the Joinder
Agreement,  a written  designation of primary and secondary  Beneficiaries.  Any
Beneficiary  designation  made subsequent to execution of the Joinder  Agreement
shall become  effective only when receipt  thereof is acknowledged in writing by
the Administrator.


                                   SECTION IX

                           EXECUTIVE'S RIGHT TO ASSETS

         The  rights of the  Executive,  any  Beneficiary,  or any other  person
claiming  through the  Executive  under this Plan,  shall be solely  those of an
unsecured general creditor of the Bank. The Executive,  the Beneficiary,  or any
other  person  claiming  through  the  Executive,  shall  only have the right to
receive from the Bank those payments so specified under this Plan. The Executive
agrees that he, his Beneficiary,  or any other person claiming through him shall
have no rights or interests  whatsoever in any asset of the Bank,  including any
insurance  policies  or  contracts  which  the Bank may  possess  or  obtain  to
informally  fund this Plan. Any asset used or acquired by the Bank in connection
with the liabilities it has assumed under this Plan,  unless expressly  provided
herein,  shall not be deemed to be held  under any trust for the  benefit of the
Executive or his Beneficiaries,  nor shall any asset be considered  security for
the  performance  of the  obligations  of the Bank.  Any such asset shall be and
remain, a general, unpledged, and unrestricted asset of the Bank.


                                       16
<PAGE>
                                    SECTION X

                            RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside,  earmark or entrust any
fund or money with which to pay its obligations  under this Plan. The Executive,
his Beneficiaries or any successor in interest to him shall be and remain simply
a  general  unsecured  creditor  of the Bank in the  same  manner  as any  other
creditor  having a general claim for matured and unpaid  compensation.  The Bank
reserves the absolute right in its sole  discretion to either purchase assets to
meet its obligations  undertaken by this Plan or to refrain from the same and to
determine the extent, nature, and method of any such asset purchases. Should the
Bank decide to purchase assets such as life insurance,  mutual funds, disability
policies  or  annuities,  the Bank  reserves  the  absolute  right,  in its sole
discretion,  to terminate  such assets at any time,  in whole or in part.  At no
time shall the Executive be deemed to have any lien, right, title or interest in
or to any specific  investment  or to any assets of the Bank. If the Bank elects
to invest in a life insurance, disability or annuity policy upon the life of the
Executive,  then the Executive  shall assist the Bank by freely  submitting to a
physical examination and by supplying such additional  information  necessary to
obtain such insurance or annuities.

                                   SECTION XI

                     ALIENABILITY AND ASSIGNMENT PROHIBITION

         Neither the  Executive nor any  Beneficiary  under this Plan shall have
any  power or right to  transfer,  assign,  anticipate,  hypothecate,  mortgage,
commute,  modify or otherwise  encumber in advance any of the  benefits  payable
hereunder,  nor shall any of said benefits be subject to seizure for the payment
of any debts,  judgments,  alimony or separate maintenance owed by the Executive
or his  Beneficiary,  nor be  transferable  by  operation of law in the event of
bankruptcy,  insolvency  or  otherwise.  In  the  event  the  Executive  or  any
Beneficiary  attempts  assignment,  communication,  hypothecation,  transfer  or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate, with respect to such Executive or Beneficiary.




                                       17

<PAGE>
                                   SECTION XII

                                 ACT PROVISIONS

12.1     Named  Fiduciary  and  Administrator.  The  Bank  shall  be  the  Named
         Fiduciary  and  Administrator  (the  "Administrator")  of this Plan. As
         Administrator,  the  Bank  shall  be  responsible  for the  management,
         control  and  administration  of the Plan as  established  herein.  The
         Administrator  may delegate to others certain aspects of the management
         and operational  responsibilities of the Plan, including the employment
         of advisors  and the  delegation  of  ministerial  duties to  qualified
         individuals.

12.2     Claims Procedure and Arbitration. In the event that benefits under this
         Plan are not paid to the Executive (or to his  Beneficiary  in the case
         of the Executive's  death) and such claimants feel they are entitled to
         receive  such  benefits,  then a  written  claim  must  be  made to the
         Administrator  within  sixty  (60)  days  from  the date  payments  are
         refused.  The Administrator  shall review the written claim and, if the
         claim is denied,  in whole or in part,  they shall  provide in writing,
         within  ninety  (60) days of  receipt  of such  claim,  their  specific
         reasons for such denial,  reference to the  provisions  of this Plan or
         the  Joinder  Agreement  upon  which  the  denial  is  based,  and  any
         additional material or information necessary to perfect the claim. Such
         writing by the  Administrator  shall  further  indicate the  additional
         steps which must be undertaken by claimants if an additional  review of
         the claim denial is desired.

         If   claimants   desire  a  second   review,   they  shall  notify  the
         Administrator  in writing  within  sixty  (60) days of the first  claim
         denial.  Claimants may review this Plan,  the Joinder  Agreement or any
         documents  relating  thereto  and submit any  issues and  comments,  in
         writing,  they  may  feel  appropriate.  In its  sole  discretion,  the
         Administrator  shall then review the second claim and provide a written
         decision within sixty (30) days of receipt of such claim. This decision
         shall state the specific  reasons for the  decision  and shall  include
         reference to specific  provisions of this Plan or the Joinder Agreement
         upon which the decision is based.


                                       18
<PAGE>
         If claimants disagree with the decision of the  Administrator,  nothing
         herein  shall serve to preclude  them from seeking any and all remedies
         available at law.


                                  SECTION XIII

                                  MISCELLANEOUS

13.1     No Effect on Employment  Rights.  Nothing  contained herein will confer
         upon the  Executive  the right to be retained in the  employment of the
         Bank nor limit the right of the Bank to  discharge  or  otherwise  deal
         with the Executive without regard to the existence of the Plan.

13.2     State  Law.  The  Plan is  established  under,  and  will be  construed
         according to, the laws of the state of Indiana, to the extent that such
         laws  are not  preempted  by the Act and  valid  regulations  published
         thereunder.

13.3     Severability.  In the event that any of the  provisions of this Plan or
         portion thereof,  are held to be inoperative or invalid by any court of
         competent jurisdiction, then: (1) insofar as is reasonable, effect will
         be given to the intent  manifested  in the  provisions  held invalid or
         inoperative,  and (2) the validity and  enforceability of the remaining
         provisions will not be affected thereby.

13.4     Incapacity  of  Recipient.  In the  event  the  Executive  is  declared
         incompetent  and a conservator or other person legally charged with the
         care of his person or Estate is appointed,  any benefits under the Plan
         to which such Executive is entitled  shall be paid to such  conservator
         or other person legally  charged with the care of his person or Estate.
         Except as provided  above in this  paragraph,  when the Bank's Board of
         Directors,  it its sole  discretion,  determines  than an  Executive is
         unable to manage his financial  affairs,  the Board may direct the Bank
         to make distributions to any person for the benefit of such Executive.

                                       19
<PAGE>

13.5     Unclaimed  Benefit.  The Executive  shall keep the Bank informed of his
         current address and the current address of his Beneficiaries.  The Bank
         shall not be obligated to search for the whereabouts of any person.  If
         the location of an Executive is not made known to the Bank within three
         years after the date on which any payment of the  Executive's  Deferred
         Compensation  Benefit  may be made,  payment  may be made as though the
         Executive had died at the end of the three-year  period. If, within one
         additional  year after such three-year  period has elapsed,  or, within
         three years after the actual death of the Executive, the Bank is unable
         to locate any  Beneficiary  of the  Executive,  then the Bank may fully
         discharge its obligation by payment to the Estate.

13.6     Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         provisions of the Plan,  neither the Bank, nor individual  acting as an
         employee or agent of the Bank, or as a member of the Board of Directors
         shall be personally liable to the Executive,  former Executive,  or any
         other  person for any claim,  loss,  liability  or expense  incurred in
         connection with this Plan.

13.7     Gender. Whenever in this Plan words are used in the masculine or neuter
         gender, they shall be read and construed as in the masculine,  feminine
         or neuter gender, whenever they should so apply.

13.8     Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
         shall affect the right of the Executive to participate in or be covered
         by any qualified or non-qualified pension, profit sharing, group, bonus
         or  other   supplemental   compensation  or  fringe  benefit  agreement
         constituting  a part of the  Bank's  existing  or  future  compensation
         structure.

13.9     Recovery of Estate Taxes. If the  Executive's  gross estate for federal
         estate tax purposes  includes any amount determined by reference to and
         on  account  of this  Plan,  and if the  Beneficiary  is other than the
         Executive's  estate,  then the Executive's  estate shall be entitled to
         recover from the Beneficiary  receiving such benefit under the terms of
         the  Deferred  

                                       20
<PAGE>
         Compensation Benefit an amount by which (x) the total estate tax due by
         Executive's  estate,  exceeds (y) the total estate tax which would have
         been payable if the value of such benefit had not been  included in the
         Executive's  gross estate.  If there is more than one person  receiving
         such  benefit the right of recovery  shall be against each such person.
         In  the  event  any  Beneficiary  has  a  liability   hereunder,   such
         Beneficiary  may  petition the Bank for a lump sum payment in an amount
         not to exceed the Beneficiary's liability hereunder.

13.10    Inurement.  This Plan  shall be  binding  upon and  shall  inure to the
         benefit of the Bank, its successors and assigns, and the Executive, his
         successors, heirs, executors, administrators, and Beneficiaries.

13.11    Source of Payments.  All payments provided in this Plan shall be timely
         paid in cash or check from the general  funds of the Bank or the assets
         of  the  rabbi  trust.  The  Holding  Company  guarantees  payment  and
         provision  of all amounts and benefits  due to the  Executives  and, if
         such  amounts and benefits are not timely paid or provided by the Bank,
         or a rabbi trust,  such amounts and benefits  shall be paid or provided
         by the Holding Company.

13.12    Modification  of  Benefit  Eligibility  Date.  In  the  event  that  an
         Executive  desires to modify  his  Benefit  Eligibility  Date or Payout
         Period with respect to future Elective Contributions, the Executive may
         do so at the time and in the manner that the  Executive  is entitled to
         adjust his Elective  Contribution,  pursuant to Section VI of the Plan.
         In  the  event  that  an  Executive   desires  to  modify  his  Benefit
         Eligibility  Date or Payout  Period with respect to amounts  accrued in
         his Elective  Contribution  Account the Executive may do so,  provided,
         however,  that any such  modification is made no later than twenty-four
         (24)  months  prior to the date of both  (i) the  Executive's  existing
         Benefit  Eligibility  (at the time of such  modification)  and (ii) the
         Executive's Benefit Eligibility Date, as modified.

                                       21
<PAGE>
13.13    Headings.  Headings  and  sub-headings  in this Plan are  inserted  for
         reference and  convenience  only and shall not be deemed a part of this
         Plan.

13.14    Disclosure.  Each  Executive  shall  receive a copy of his Plan and the
         Administrator  will make available,  upon request,  a copy of the rules
         and regulations that govern this type of Plan.

                                   SECTION XIV

                     NON-COMPETITION AFTER NORMAL RETIREMENT

14.1     Non-Compete   Clause.   The   Executive   expressly   agrees  that,  as
         consideration  for the agreements of the Bank contained herein and as a
         condition to the performance by the Bank of its obligations  hereunder,
         throughout the entire period  beginning with the Effective Date of this
         Plan and  continuing  until the final payment is made to Executive,  as
         provided herein,  he will not, without the prior written consent of the
         Bank, engage in, become interested,  directly or indirectly,  as a sole
         proprietor,  as  a  partner  in a  partnership,  or  as  a  substantial
         shareholder  in a  corporation,  nor  become  associated  with,  in the
         capacity of an employee,  director,  officer, principal, agent, trustee
         or in any other capacity  whatsoever,  any enterprise  conducted in the
         trading  area of the business of the Bank which  enterprise  is, or may
         deemed to be,  competitive  with any business carried on by the Bank as
         of the date of the  termination  of the  Executive's  employment or his
         retirement.

         This Subsection 14.1 shall not apply to an Executive who voluntarily or
         involuntarily  terminates  employment following a Change in Control. No
         benefits received or to be received pursuant to Subsection 7.3 shall be
         affected by this Subsection 14. 1.

14.2     Breach.  In the event of any breach by the Executive of the  agreements
         and  covenants  contained  herein,  the Board of  Directors of the Bank


                                       22
<PAGE>
         shall direct that any unpaid  balance of any payments to the  Executive
         under this Plan be suspended,  and shall thereupon notify the Executive
         of such suspensions,  in writing.  Thereupon, if the Board of Directors
         of the Bank  shall  determine  that said  breach by the  Executive  has
         continued for a period of one (1) month following  notification of such
         suspension,  all rights of the  Executive and his  Beneficiaries  under
         this  Plan,  including  rights to  further  payments  hereunder,  shall
         thereupon  terminate,  except  for  that  portion  of  the  Executive's
         deferred  compensation plus accrued interest that remains unpaid at the
         time of such determination.


                                   SECTION XV

                              AMENDMENT/REVOCATION

         This Plan shall not be  amended,  modified  or revoked at any time,  in
whole or part, without the mutual written consent of the Executive and the Bank,
and such mutual  consent  shall be required  even if the  Executive is no longer
employed by the Bank.


                                   SECTION XVI

                                    EXECUTION

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

16.2     This Plan shall be executed in triplicate,  each copy of which, when so
         executed  and  delivered,  shall be an  original,  but all three copies
         shall  together  constitute one and the same  instrument.  Remainder of
         page intentionally left blank.

                                       23

<PAGE>

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

ATTEST:                                              AMERICAN SAVINGS, FSB



/s/Denise L. Knapp                                   By: /s/Clement B. Knapp
-----------------                                        -------------------
Denise L. Knapp                                          Clement B. Knapp
Secretary                                         Title: President
                                                         



ATTEST:                                              AMB FINANCIAL


/s/Denise L. Knapp                                   By: /s/Clement B. Knapp
------------------                                       -------------------
Denise L. Knapp                                          Clement B. Knapp
                                                  Title: President


                                       24

<PAGE>
            SECOND EXECUTIVE DEFERRED COMPENSATION JOINDER AGREEMENT
                             BENEFICIARY DESIGNATION

         The  Executive,  under  the  terms  of the  Second  Executive  Deferred
Compensation Plan executed by American Savings Bank, of Munster,  Indiana, dated
_________________,  19__, hereby designates the Following Beneficiary to receive
any guaranteed payments or death benefits under such Plan, following his death:


PRIMARY BENEFICIARY:  ___________________________

SECONDARY BENEFICIARY:_________________________

         This  Beneficiary  Designation  hereby  revokes  any prior  Beneficiary
Designation which may have been in effect.

         Such Beneficiary Designation is revocable.
DATE:  ____________________, 19__

           -----------------------------            ----------------------------
(WITNESS)                                                     EXECUTIVE

-----------------------------
(WITNESS)


<PAGE>
                                    Exhibit A




            SECOND EXECUTIVE DEFERRED COMPENSATION JOINDER AGREEMENT
                     NOTICE OF ADJUSTMENT OF DEFERRAL AMOUNT



TO:      Bank
         Attention:

         I hereby  give  notice  of my  election  to  adjust  the  amount  of my
         compensation  deferral in accordance with my Second Executive  Deferred
         Compensation Joinder Agreement,  dated the ____day of ______19__.  This
         notice is  submitted  thirty (30) days prior to January  1st, and shall
         become effective  January 1st, as specified  below.  Adjust deferral as
         of: January 1st, 19_

         Previous Deferral Amount           ___________per month
         New Deferral Amount                ___________per month
                                            (to discontinue deferral, enter $O)


                                               -------------------------------
                                               EXECUTIVE


                                               --------------------------------
                                      DATE


                                               ACKNOWLEDGED
                                               BY:_____________________________


                                               TITLE:__________________________


                                               ---------------------------------
                                      DATE


<PAGE>


                                    Exhibit B




                 DESIGNATION OF TIER ONE AND TIER TWO EXECUTIVES
               FOR THE SECOND EXECUTIVE DEFERRED COMPENSATION PLAN


        The following executives are designated as Tier One Executives:


         Clement B. Knapp

         Louis A. Green

         Daniel T. Poludniak

         Denise L. Knapp



         The following Executives are designated as Tier Two Executives:


         Michael Mellon

         Todd C. Williams




<PAGE>



                                    Exhibit C



                                       27