RETIREMENT BENEFITS AGREEMENT

    This Retirement Benefits Agreement (the “Agreement”) is made and entered into by and between G. Richard Gatton (“Gatton”) and First Savings Bank, A Federal Savings Bank (the “Bank”), a federal savings bank with its headquarters in Three Rivers, Michigan.

Whereas, pursuant to Section 6(b) of the Employment Agreement dated February 29, 2000, by and among Gatton, the Bank and PB (the “Employment Agreement”), the Bank has agreed to pay to Gatton additional retirement benefits he would have received if he had continued in the employment of the Bank until age 65 years, to the extent such benefits are not otherwise paid to him under the Three Rivers Financial Corporation’s Retirement Plan or under the First Savings Bank, FSB Salary Continuation Agreement dated September 18, 1996, between the Bank and Gatton (the “Salary Continuation Agreement”);

Whereas, the Bank has determined that present value of the benefit payable to Gatton under Section 6(b) of the Employment Agreement as a result of increased benefits he would have received under the Three Rivers Financial Corporation’s Retirement Plan had he worked until age 65 years, is $57,894, and has decided that such benefit shall be paid to Gatton in a lump sum on January 5, 2007;

Whereas, Gatton is entitled to receive an additional $15,000 per year over a 15-year period under the Salary Continuation Agreement as a result of the provisions in Section 6(b) of the Employment Agreement;

Whereas, this Agreement is being signed to set forth the Bank’s obligation to make such payment to Gatton and to clarify certain other matters pertaining to the Employment Agreement and the Salary Continuation Agreement.

Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

1.  On January 5, 2007, the Bank shall pay to Gatton the amount of $55,721.85, less appropriate federal and state income tax withholdings, in satisfaction of its obligations under Section 6(b) of the Employment Agreement, and Gatton agrees that the payment of such amount will satisfy that obligation. To the extent employment taxes are due with respect to this payment and with respect to the payments described in Paragraph 2 of this Agreement, but have not previously been paid, the Bank will pay those taxes in 2006 and withhold from the payment to be provided on January 5, 2007 the appropriate FICA and FUTA portions payable by Gatton with respect to these benefits.

2.  Pursuant to Section 2.2 of the Salary Continuation Agreement and Section 6(b) of the Employment Agreement, the Bank is required to pay Gatton annual payments of $15,000

3.  In addition to the foregoing benefits, in consideration for his prior services as an employee of the Bank, Gatton shall also continue to receive the health and medical benefits that are provided by the Bank generally to Bank employees, paying 75% of the premiums owed for such coverage, until Gatton attains age 65. To the extent that the commencement date of Medicare benefits is extended beyond age 65, the provisions of this Section 3 shall be extended to the commencement date of such Medicare benefits.

4.  For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

5.  The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Indiana, except as otherwise required by mandatory operation of federal law.

6.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Gatton and the Bank. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior subsequent time. No agreements or representation, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.