Exhibit 10(6)

                                 FIRST AMENDMENT
                                     TO THE
                    DIRECTOR DEFERRED COMPENSATION AGREEMENT
                                       OF
                      FIRST FEDERAL SAVINGS BANK OF MARION
                                 MARION, INDIANA

This First Amendment ("Amendment"),  dated the 1st day of December, 1996, hereby
amends the Director Deferred Compensation  Agreement  ("Agreement") dated May 1,
1992, between First Federal Savings Bank of Marion ("Bank") and Jack O. Murrell,
as follows:

The following Section II is added to the Agreement with all subsequent  Sections
renumbered accordingly:

                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

         The Bank  shall  establish  a rabbi  trust  into  which the Bank  shall
contribute  assets which shall be held,  managed and  invested,  pursuant to the
agreement which establishes such rabbi trust (the "rabbi trust agreement").  The
Bank  intends to make a  contribution  or  contributions  to the rabbi  trust to
provide  the Bank with a source of funds to  assist  it in  meeting  obligations
under this  Agreement.  The trust  assets  shall be subject to the claims of the
Bank's creditors in the event of the Bank's "Insolvency" as defined in the rabbi
trust  agreement,  until  the  trust  assets  are paid to the  Director  and his
Beneficiary  in such manner and at such times as  specified  in this  Agreement.
Contribution(s)  to the rabbi trust shall be made in  accordance  with the rabbi
trust agreement.







         IN WITNESS  WHEREOF,  the Bank has caused this Amendment to be executed
in triplicate, the day and year written here above:

                                         FIRST FEDERAL SAVINGS BANK OF MARION


                                         By: /s/ John Dalton
                                             Title  President