FIRST AMENDMENT OF THE DIRECTOR DEFERRED COMPENSATION AGREEMENT OF FRED W. CARTER This First Amendment, dated as of the 23rd day of July, 1997, hereby amends the Director Deferred Compensation Agreement between Fred W. Carter and Citizens Savings Bank...

                             FIRST AMENDMENT OF THE
                   DIRECTOR DEFERRED COMPENSATION AGREEMENT OF
                                 XXXX X. XXXXXX

         This First Amendment,  dated as of the 23rd day of July,  1997,  hereby
amends the Director Deferred  Compensation  Agreement between Xxxx X. Xxxxxx and
Citizens   Savings  Bank  of  Frankfort   dated  as  of  January  1,  1993  (the
"Agreement").
         Effective as of the date hereof,  the words  "(except  vested  rights)"
shall be deleted from Section 11.1(2) of the Agreement,  and the word "Director"
in Section  11.1(5)(i)  and (ii) shall be replaced with the phrase  "Director of
the Office of Thrift Supervision, or his successor in interest" in each place it
appears.
         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
day and year written above.


                                       
                                       -----------------------------------
                                       Xxxx X. Xxxxxx


                                       CITIZENS SAVINGS BANK OF FRANKFORT


                                       By:
                                       -----------------------------------
                                                Xxxxxxx X. Xxxxx, Controller








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