KELLER & COMPANY, INC.
                                555 METRO PLACE NORTH
                                      SUITE 524
                                 DUBLIN, OHIO  43017
                                    (614) 766-1426
                                  (614) 766-1459 FAX


March 11, 1996


The Board of Directors
The Market Building and Saving Company
7522 Hamilton Avenue
Cincinnati, Ohio  45231

Re: Conversion Valuation Agreement

Attn:  John T. Larimer, President

    Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes
to prepare an independent conversion appraisal of The Market Building and Saving
Company, Cincinnati, Ohio (hereinafter referred to as MARKET), relating to the
conversion of MARKET from a mutual to a stock institution.  KELLER will provide
a pro forma valuation of the market value of the shares to be sold in the
proposed conversion of MARKET.

    KELLER is a financial consulting firm that primarily serves the financial
institution industry.  KELLER is experienced in evaluating and appraising thrift
institutions and thrift institution holding companies.  KELLER is an experienced
conversion appraiser for filings with the Federal Deposit Insurance Corporation
("FDIC") and the Office of Thrift Supervision ("OTS"), and is also approved by
the Internal Revenue Service as an expert in thrift stock valuations.

    KELLER agrees to prepare the conversion appraisal in the format required by
the OTS in a timely manner for prompt filing with the OTS and the Securities and
Exchange Commission, if applicable.  KELLER will provide any additional
information as requested and will complete appraisal updates in accordance with
regulatory requirements.



    The appraisal report will provide a detailed description of MARKET,
including its financial condition, operating performance, asset quality, rate
sensitivity position, liquidity level and management qualifications.  The
appraisal will include a description of MARKET's market area, including both
economic and demographic characteristics and trends.  An analysis of other
publicly-traded thrift institutions will be performed to determine a comparable
group and adjustments to the appraisal value will be made based on a comparison
of MARKET with the comparable group.

    In making its appraisal, KELLER will rely upon the information in the
Subscription and Community Offering Circular (Prospectus), including the
financial statements.  Among other facts, KELLER will also consider the
following:  the present and projected operating results and financial condition
of MARKET; the economic and demographic conditions in MARKET's existing
marketing area; pertinent historical financial and other information relating to
MARKET; a comparative evaluation of the operating and financial statistics of
MARKET with those of other thrift institutions; the proposed price per share;
the aggregate size of the offering of Common Stock; the impact of the Conversion
on MARKET's capital position and earnings potential; MARKET's proposed dividend
policy; and the trading market for securities of comparable institutions and
general conditions in the market for such securities.  In preparing the
appraisal, KELLER will rely solely upon, and assume the accuracy and
completeness of, financial and statistical information provided by MARKET, and
will not independently value the assets or liabilities of MARKET in order to
prepare the appraisal.

    Upon completion of the conversion appraisal, KELLER will make a
presentation to the Board of Directors of MARKET to review the content of the
appraisal, the format and the assumptions.  A written presentation will be
provided to each board member.

    For its services in making this appraisal, KELLER's fee will be a flat fee
of $17,000, including out-of-pocket expenses.  The appraisal fee will include
the preparation of one valuation update.  All additional valuation updates will
be subject to an additional fee of $1,000 each.  Upon



the acceptance of this proposal, KELLER shall be paid a retainer of $3,000 to be
applied to the total appraisal fee of $17,000, the balance of which will be
payable at the time of the completion of the appraisal.

    MARKET agrees, by the acceptance of this proposal, to indemnify KELLER and
its  employees and affiliates for certain costs and expenses, including
reasonable legal fees, in connection with claims or litigation relating to the
appraisal and arising out of any misstatement or untrue statement of a material
fact in information supplied to KELLER by MARKET or by an intentional omission
by MARKET to state a material fact in the information so provided, except where
KELLER has been negligent or at fault.

    This proposal will be considered accepted upon the execution of the two
enclosed copies of this agreement and the return of one executed copy to KELLER,
accompanied by the specified retainer.


    KELLER & COMPANY, INC.


    By:  /S/ MICHAEL R. KELLER
          Michael R. Keller
          President


    THE MARKET BUILDING AND SAVING COMPANY


    By: /S/ JOHN T. LARIMER
         John T. Larimer
         President

    Date:  MARCH 25, 1996


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