Exhibit B

                         CHARTER OF THE AUDIT COMMITTEE
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                        LOGANSPORT FINANCIAL CORPORATION

     The Board of Directors of Logansport Financial Corporation hereby
establishes its Audit Committee. The Audit Committee shall consist of at least
three (3) directors, all of whom are independent of management of the
Corporation and any of its subsidiaries and free from any relationship that, in
the judgment of the Board of Directors, would interfere with the exercise of
independent judgment respecting the matters over which the Committee is given
authority. Directors will not be deemed independent if they accept consulting,
advisory or other fees from the Corporation (other than in their capacity as
directors or director committee members), subject to any de minimus exceptions
which shall be permitted by the Securities Exchange Commission, or if they
beneficially own directly or indirectly 5% or more of the Corporation's
outstanding securities.

     The members of the Audit Committee shall be elected annually by the Board
of Directors in connection with the annual meeting of the board or by unanimous
written consent of the Board of Directors in lieu thereof. Members shall be
elected by the Board of Directors with due regard to such member's training in,
or experience with, accounting and financial reporting issues. To the extent
possible, at least one director who would be a "financial expert," as defined in
Section 407(b) of the Sarbanes-Oxley Act of 2002, shall be added to the
Committee. Members of the Committee may be removed, and vacancies on the
Committee may be filled by the Board of Directors in accordance with the Code of
By-laws of the Corporation. The Chairman of the Audit Committee may be
designated by the Board of Directors and, in the absence of such designation,
may be elected by the Audit Committee from among their members.

     The Audit Committee shall assist the Board of Directors to oversee the
Corporation's financial reporting processes, its internal financial control
structures and its external financial audit processes. The Audit Committee shall
facilitate communication on Financial Matters (defined below) among the Board of
Directors, management and the Corporation's independent auditors. The Audit
Committee possesses and is hereby granted the power and authority of the Board
of Directors over the foregoing and over the Corporation's Financial Matters to
the extent necessary to allow the Committee to carry out its purposes. The
matters over which the Audit Committee has oversight authority include the
following (collectively, referred to herein as "Financial Matters"):

     o    The quality, accuracy and integrity of the Corporation's annual and
          quarterly financial statements, including footnotes and related
          disclosures.

     o    The quality, scope and procedures of the independent auditors' audits
          of the Corporation's financial statements.

     o    The quality, appropriateness and implementation of the Corporation's
          significant accounting policies.

     o    Audit conclusions respecting significant estimates and adjustments.

     o    The disclosure, treatment or resolution of any material weakness in
          financial reporting or controls or reportable conditions identified by
          management or the independent auditors.

     o    The quality, adequacy and appropriateness of the Corporation's
          internal financial control structures, including any circumstances in
          which such controls may be overridden or compromised.

     o    Disagreements among management or the independent auditors.

     o    The assessment of material risks or contingencies that may affect the
          Corporation's financial reporting including the risk of liability
          associated with litigation or noncompliance with law.

     o    Such other matters affecting the quality, integrity or accuracy of the
          Corporation's financial reporting as the Committee deems relevant to
          any of the foregoing matters.



Authority Respecting Independent Auditors

     The independent auditors shall ultimately be accountable to the Audit
Committee, as representatives of the shareholders and the Corporation's other
constituencies, and shall report directly to the Audit Committee. The Audit
Committee shall be responsible for the appointment, compensation, and oversight
of the work of the independent auditors. The costs and fees of such independent
auditors shall be paid by the Corporation.

     The Audit Committee shall take such action as it deems appropriate to
ensure that the Corporation receives annually from the independent auditors a
formal written statement, consistent with Independence Standards Board Standard
1, delineating all relationships between the auditors and the Corporation that
may be deemed to affect the independence of the independent auditors, including
any management consulting services provided, or proposed to be provided, by the
independent auditors for the Corporation or any of its affiliates and the fees
paid or proposed to be paid for such services. The Audit Committee shall meet at
least annually with the independent auditors to engage in a dialogue with the
auditors with respect to any disclosed relationships or services that may affect
the objectivity and independence of the auditors.

     The Audit Committee has the following specific authority respecting the
independent auditors:

     (a)  To engage or dismiss the independent auditors.

     (b)  To assess any matter that may affect the independence of the
          independent auditors and the appearance of propriety of any such
          matter and to take, or to direct management to take, appropriate
          action to confirm, oversee or improve the independence of the
          auditors.

     (c)  To direct the independent auditors to meet with the Audit Committee
          from time to time, separately or in the presence of management or
          others, to discuss Financial Matters or to prepare and submit reports
          to the Committee respecting Financial Matters.

     (d)  To take action to resolve any disagreement respecting accounting
          principles, the implementation or application of such principles or
          Financial Matters between Management and the independent auditor.


Prior Approval of Audit Services and Non-Audit Services

     In connection with the agreement of the Corporation's independent auditors
to provide services to the Corporation from time to time, the Audit Committee
shall take reasonable steps to identify which of the services to be provided
would be deemed non-audit services which may be provided to the Corporation by
the independent auditors, and which would be deemed auditing services, within
the meaning of Sections 201 and 202 of the Sarbanes-Oxley Act of 2002. To the
extent required by those statutory provisions, all of such services shall be
pre-approved by the Audit Committee, or one or more independent director members
of the Audit Committee to whom such pre-approval authority shall have been
delegated by the Audit Committee. In no event shall the Audit Committee
authorize or permit the independent auditors to provide any of the prohibited
non-audit services described in Section 201 of the Sarbanes-Oxley Act of 2002.


Authority Over Management Activities Relating To Financial Matters

     The Audit Committee has the following specific authority over the
activities of management in Financial Matters:

     (a)  To direct the chief financial officer or other members of management
          to meet with the Audit Committee or the Board of Directors from time
          to time, separately or in the presence of the independent auditors, or
          others, to discuss Financial Matters or to prepare and submit reports
          to the Committee respecting Financial Matters.


     (b)  To assess the quality, adequacy and appropriateness of the accounting
          principles and policies implemented and applied by the Corporation and
          the quality, integrity and accuracy of the Corporation's financial
          reporting, and, in the Committee's discretion, from time to time or
          upon request, to approve or disapprove such principles or policies or
          to approve, disapprove or mandate any changes therein.


Authority Respecting Complaints

     The Audit Committee shall establish procedures for the receipt, retention
and treatment of complaints received by the Corporation regarding accounting,
internal accounting controls, or auditing matters. Procedures shall also be
established by the Audit Committee for the confidential, anonymous submission by
employees of the Corporation of concerns regarding questionable accounting or
auditing matters.



Investigations And Obtaining Advice

     The Audit Committee has the authority to require investigations and to
obtain advice respecting the Corporation's Financial Matters and the Committee's
exercise of its authority, as the Committee deems necessary or appropriate.
Without limiting the foregoing, the Committee has authority to direct
management, including the Corporation's legal counsel, or the independent
auditors to investigate any Financial Matters and related issues and to provide
reports to the Committee respecting such investigation. The Committee has
authority to meet with the Corporation's external general counsel, to obtain
advice respecting the exercise of the Committee's authority and to direct such
external counsel to investigate such legal issues relating to Financial Matters
and to report to the Committee regarding same, as the Committee deems necessary
or appropriate. The Committee has authority, on behalf of the Corporation, to
engage independent advisors whom the Committee may designate to provide advice
and guidance to the Committee respecting the exercise of its authority and
issues relating to Financial Matters as the Committee deems necessary or
appropriate, including, without limitation, independent legal counsel, and
independent financial advisors which may include investment banking firms or
accounting firms, other than the independent auditors. The Committee has
authority to meet separately with, and to receive private and, where
appropriate, privileged, written or oral communications from any of such
advisors. The costs and fees of such advisors shall be paid by the Corporation.


Procedural Matters

     The Audit Committee shall meet from time to time at the call of its
Chairman or at the direction of the Board of Directors. The Chairman of the
Audit Committee shall call a meeting of the Committee upon the request of any
member of the Committee or the Chairman of the Board of Directors. The
provisions of the Code of By-laws of the Corporation respecting notice of
meetings and for action to be taken by the Board of Directors shall apply to
meetings and actions of the Audit Committee.

     The Chairman of the Audit Committee shall report on the activities of the
Committee to the Board of Directors from time to time upon request of the
Chairman of the Board of Directors or of the Board of Directors.


Limitation

     Nothing in this charter is intended to alter in any way the standard of
conduct that applies to any of the directors of the Corporation under the
Indiana Business Corporation Law, as amended ("IBCL "), and this Charter does
not impose, nor shall it be interpreted to impose any duty on any director
greater than, or in addition to, the duties or standard established by the IBCL.