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                                                                   EXHIBIT 10.14

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amended
Agreement"), is made and entered into as of this 30th day of January, 2001, to
be effective as of October 1, 2000 ("Effective Date"), by and between LOCAL
FINANCIAL CORPORATION, a Delaware corporation ("LFC"), its wholly-owned
subsidiary, LOCAL OKLAHOMA BANK, N.A., a national banking association ("Bank"),
both with address of 3601 N. W. 63rd Street, Oklahoma City, Oklahoma 73116, and
JAN A. NORTON, an individual resident of the State of Oklahoma, with mailing
address of 2509 Lancaster Lane, Oklahoma City, Oklahoma 73116 ("Norton").

                                    RECITALS:

                  A. LFC is a one-bank holding company which owns all of the
issued and outstanding stock of Bank. Bank is engaged in the commercial banking
business in the State of Oklahoma, with principal offices in Oklahoma City,
Oklahoma, and branch locations at various sites all in the State of Oklahoma.
LFC and Bank made and entered into that certain Employment Agreement with Norton
dated September 8, 1997 ("Original Agreement") whereby LFC and Bank employed
Norton to serve as the President of LFC and of the Bank, respectively, and to
help manage and direct the conduct of their banking and all other businesses
pursuant to the terms and conditions and for the compensation and benefits to be
paid to Norton as set forth and described in the Original Agreement, as amended
in certain specific respects by that certain First Amendment to Employment
Agreement dated November 6, 1998, by and between LFC, the Bank and Norton
("First Amendment"), which completely amended and restated Sections 3, 9(a) and
9(f) of the Original Agreement and added a new Section 10 thereto. The Original
Agreement and the First Amendment shall be sometimes hereinafter collectively
referred to as the "Employment Agreement."

                  B. LFC, the Bank and Norton are now desirous of further
amending the Employment Agreement to amend certain specific provisions with
regard to the severance benefits which Norton may be entitled to receive in the
event of a "Change of Control," as that term is defined in the Employment
Agreement, occurring to LFC and the Bank during the term of the Employment
Agreement, in order to grant him the right to receive the payment of the
severance benefit after the consummation of a Change of Control if Norton
thereafter voluntarily resigns from such employment for any reason whatsoever.
At the same time, LFC, the Bank and Norton are desirous of preparing and
entering into this Amended Agreement in order to effect not only the desired new
amendment but to set forth in one document the Original Agreement, as amended by
the First Amendment, and to correct and update the names, dates and references
in the Employment Agreement to reflect changes which have occurred since it was
originally entered into.

                  C. The respective Boards of Directors of the Bank and of LFC
have each specifically approved and authorized their respective execution and
entering into of this Amended Agreement with Norton for the reasons and purposes
set forth herein; and



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                  D. Accordingly, LFC, the Bank and Norton desire to enter into
this Amended Agreement in order to: (i) effect certain specific amendments to
the Severance Benefits provisions in Section 10 of the Employment Agreement, as
described above; (ii) update, correct and clarify certain references,
information and dates contained in the Employment Agreement in order to make
such references, names and dates accurately reflect the changes and developments
which have occurred to LFC and the Bank, and otherwise, since the Original
Agreement was entered into, and (iii) set forth in one document all of the terms
and provisions of the Original Agreement, the First Amendment and the amendments
effected hereby in one consolidated Amended Agreement for ease of future
reference.

                  NOW, THEREFORE, in consideration of the aforementioned
recitals, the premises, the mutual covenants set forth herein and of such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by LFC, the Bank and Norton, respectively, they each do hereby
execute and enter into this Amended Agreement and covenant and agree as follows:

                  1. EMPLOYMENT. Norton is hereby employed as the President of
LFC and of the Bank, respectively, to help manage and direct the conduct of
their banking businesses. Norton shall devote all of his business time
exclusively to LFC's and the Bank's business and shall render services to LFC
and to the Bank, respectively, as their President to the best of his ability for
and on behalf of LFC and the Bank, respectively. Norton shall comply with all
laws, statutes, ordinances, rules and regulations relating to the performance of
services for LFC and for the Bank under this Amended Agreement. During the term
of this Amended Agreement, Norton shall serve as the President of LFC and of the
Bank, and in those respective capacities shall, subject to the control of the
Board of Directors of LFC and of the Bank, respectively, generally help operate
the business and affairs of LFC and of the Bank. As President of LFC and of the
Bank, Norton shall exercise and perform such other powers and duties as are
usually vested in a president of a bank holding company and/or a national
banking association, or as may be from time to time prescribed or assigned to
him by the Board of Directors of LFC, or by the Board of Directors of the Bank,
or as may be otherwise prescribed or assigned to him by the By-Laws of LFC or of
the Bank. During the term of this Amended Agreement, Norton shall not, at any
time or place, directly or indirectly, engage in the same business in which LFC
or the Bank is engaged for any other person or entity to any extent whatsoever,
other than to the extent required by the terms and conditions of this Amended
Agreement, or as a private investor for his own account, in a publicly held
corporation engaged in the banking business, unless his holdings shall not
exceed five percent (5%) of the issued and outstanding stock of such publicly
held corporation and, so long as such investment activities do not interfere
with the performance of Norton's duties for LFC and for the Bank during the term
of this Amended Agreement. The designation by LFC's or the Bank's Board of
Directors of any other duties or any other titles for Norton during the term of
this Amended Agreement shall not affect Norton's compensation as provided for in
this Amended Agreement.

                  2. TERM OF EMPLOYMENT. Subject to the provisions on
termination of employment contained in Section 9 herein, the term of the
employment provided for herein of Norton by LFC and by the Bank shall be for a
period of three (3) years, beginning on the Effective Date of this Amended
Agreement and ending on the date which is the last day prior to the third



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(3rd) anniversary of the Effective Date, unless extended as provided in this
Section 2, below. Subject to the provisions on termination of employment as
provided for in Section 9, below, prior to the first anniversary of the
Effective Date of this Amended Agreement and prior to each anniversary of that
date thereafter, the Board of Directors of LFC and the Board of Directors of the
Bank, respectively, shall consider, review (with appropriate corporate
documentation thereof, and after taking into account all relevant factors,
including Norton's performance) and, if appropriate, explicitly approve a one
(1) year extension of the remaining term of this Amended Agreement. The term of
this Amended Agreement shall continue to so extend each year if the Boards of
Directors so approve such extension, respectively, unless Norton gives written
notice to LFC or the Bank, respectively, of Norton's election not to extend the
term, with such notice not to be less than sixty (60) days prior to any such
anniversary date. If the Board of Directors of LFC, or the Board of Directors of
Bank, respectively, elect not to extend the term, that Board of Directors shall
give written notice to Norton of such decision not less than sixty (60) days
prior to any such anniversary date. If either party hereto gives such timely
notice to the other party that the term of this Amended Agreement will not be
extended as of any such anniversary date, then, and in such event, this Amended
Agreement shall terminate at the conclusion of its then remaining term.
References in this Amended Agreement to the term of this Amended Agreement shall
be deemed to refer both to the initial term and all successive terms hereunder.

                  3. COMPENSATION.

                  (a) The Bank agrees to pay Norton as a guaranteed salary
         throughout the term of this Amended Agreement, unless Norton
         voluntarily resigns without "Good Reason," as that term is defined in
         Section 9(b), below, of this Amended Agreement, from his employment by
         LFC and by Bank during the term of this Amended Agreement, or unless
         this Amended Agreement is terminated for "Cause" by LFC or the Bank, as
         set forth and described in Section 9(a), below, in this Amended
         Agreement, an annual base salary for the services rendered to LFC and
         Bank by Norton, as described above, in the amount of Two Hundred Forty
         Thousand and No/100 Dollars ($240,000.00) per year. This salary shall
         be payable to Norton in twelve (12) equal, monthly installments of
         Twenty Thousand and No/100 Dollars ($20,000.00) per month for each
         month during which services are rendered by Norton to LFC or the Bank
         during the term of this Amended Agreement. LFC and Bank covenant and
         agree that the amount of salary to be paid to Norton cannot be
         decreased by LFC or Bank during the term of this Amended Agreement for
         any reason and must be paid to Norton in all events (together with the
         other compensation and benefits described below in this Section and in
         Section 9), each month during the term of this Amended Agreement unless
         Norton voluntarily resigns from his employment by LFC and the Bank
         without "Good Reason" during the term of this Amended Agreement, or
         unless Norton is terminated for "Cause" by the Bank for the specific
         reasons set forth and described below in Section 9(a) of this Amended
         Agreement. Accordingly, LFC and Bank agree that if during the term of
         this Amended Agreement, (i) Norton resigns with "Good Reason," or (ii)
         Norton is terminated by LFC and the Bank without "Cause," as those
         terms are respectively defined below in Section 9 of this Amended
         Agreement, he shall still be entitled to receive as liquidated damages
         for the termination of his employment in either such event, as further
         provided below in Section 9 of this Amended Agreement: (x) the full
         amount of his remaining



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         guaranteed salary under this Amended Agreement to be paid to him in
         monthly installments in the same amount and manner as if he had
         remained employed by LFC or the Bank during the term of this Amended
         Agreement which shall be remaining after the date his employment is so
         terminated; plus (y) the sum obtained by dividing the average amount of
         the annual cash bonuses which were paid to Norton for the three (3)
         calendar years immediately preceding the date of the said termination
         of his employment by twelve (12) and paying the amount so determined to
         him each month (or pro-rated for any portion of any such remaining
         month) which shall be remaining in the term of this Amended Agreement
         as of the date of the said termination of his employment at the same
         time, and together with, the monthly base salary payments being made to
         him, as described above; and (z) causing him to continue to receive all
         of the other fringe benefits of his employment which he would otherwise
         have received during the remaining term of this Amended Agreement
         pursuant to Section 5, below (or the economic equivalency thereof), as
         fully as if he had remained employed by LFC and the Bank during the
         entire said remaining term of this Amended Agreement. It is expressly
         provided, however, that the foregoing obligations shall be subject to
         and supplanted by the specific severance benefit entitlements being
         granted to Norton under the provisions of Section 10 of this Amended
         Agreement, below, which shall be deemed to be the applicable benefits
         and entitlements of Norton in the event a "Change of Control," as that
         term is defined in Section 10 of this Amended Agreement, below, occurs
         to LFC or the Bank during the term of this Amended Agreement. Norton,
         LFC and the Bank hereby expressly covenant and agree, anything in this
         Amended Agreement to the contrary notwithstanding, including, without
         limitation, the provisions of Sections 3 through 6 and Sections 9 and
         10 of this Amended Agreement, that any payments made to Norton by Bank
         pursuant to this Amended Agreement, or otherwise, are in all respects
         expressly subject to and conditioned upon their compliance with the
         provisions of 12 U.S.C. Section 1828(k) and any regulations promulgated
         thereunder.

                           (b) Bank shall pay Norton his annual base salary on a
         monthly basis on the first day of each month, subject to normal salary
         deductions for the amount so owing, including, but not limited to,
         Social Security, Medicare, federal and state income withholding taxes.
         Norton's base annual salary may be increased in the future, from time
         to time, by the actions of LFC's or the Bank's Board of Directors,
         based upon Norton's performance and other relevant factors and LFC's or
         the Bank's Board of Directors will review Norton's salary for the
         purposes of determining any appropriate increase in the base annual
         salary of Norton at least annually. In addition, LFC or Bank may, from
         time to time, enter into supplemental agreements or memoranda in
         writing with Norton for the award and payment to him of additional
         compensation or bonuses upon such terms and conditions as LFC or Bank
         shall deem to be in their respective best interests, and in the event
         of the execution by LFC or Bank of any such agreement or memoranda, the
         right of Norton to additional compensation or bonuses shall be
         determined in accordance with the applicable provisions thereof. In the
         absence of any such supplemental agreements or memoranda and expressly
         subject to Norton's rights and benefits: (i) under Section 9, below, in
         the event of the termination of his employment "without cause" or due
         to his resignation for "Good Reason," as defined and provided for in
         Section 9, below, or (ii) his rights and benefits in the event of a
         "Change of Control" occurring to LFC or the Bank, as defined in Section
         10 of this Amended



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         Agreement, below, neither LFC nor Bank shall be obligated to pay to
         Norton any additional compensation or bonus whatsoever, irrespective of
         the payments of additional compensation or bonus to Norton in any past
         or succeeding year, or the payment of additional compensation or bonus
         to other employees of LFC or the Bank at the end of the year, but may
         do so in the sole discretion of LFC's or the Bank's Board of Directors,
         respectively, and the determination of LFC's or the Bank's Board of
         Directors, respectively, in the exercise of such discretion, with
         respect to the payment and amount of any additional compensation or
         bonus to Norton for any fiscal year of LFC or Bank if made, shall be
         final and conclusive.

                  4. GRANTING OF STOCK OPTIONS. As an additional inducement to
Norton to enter into this Amended Agreement with LFC and Bank and to render his
services to LFC and Bank upon a long-term basis and as additional compensation
to him for services to be rendered under the provisions of this Amended
Agreement, LFC, has granted to Norton certain stock options to acquire LFC's
Common Stock. The stock options have been granted by LFC to Norton pursuant to
that certain Local Financial Corporation 1998 Stock Option Plan ("Plan"). In
order to evidence these stock options, LFC has executed and entered into with
Norton that certain 1998 Non-Qualified Stock Option Agreement dated effective as
of September 23, 1998 ("Stock Option Agreement"), which sets forth the terms and
conditions of the stock options granted to Norton by LFC in accordance herewith
and the manner and method of exercising such options and acquiring such stock by
Norton. Attached as Exhibit "A" to this Amended Agreement, and by this reference
made a part hereof, is an executed copy of the Stock Option Agreement.

                  5. NORTON'S ADDITIONAL EMPLOYMENT BENEFITS. In addition to the
annual base salary and the discretionary bonuses, provided for in Section 3
above, LFC and Bank agree to provide to Norton, or to reimburse Norton for, the
following additional employment benefits and expenses:

                           (a) During the term of this Amended Agreement, Bank
         shall furnish and provide to Norton, at its sole cost and expense, the
         following described employee benefits, upon the same basis that Bank
         accords these same benefits to its other executive employees. In the
         event Bank does not provide any of the following benefits to its
         executive level employees, it shall not be required to initiate a
         program solely to provide such benefits to Norton. However, if Bank
         should at any time in the future provide such benefits to its
         employees, any such benefits shall also be provided to Norton upon the
         same basis that it is provided to such other employees of Bank, whether
         or not such benefit is listed below:

                                    (i) hospitalization, dental, accident and
                  major medical insurance benefits to Norton and all members of
                  Norton's immediate family. The opportunity to participate in
                  any group life insurance program on a basis comparable to the
                  participation provided under any plans of such kind to other
                  executive officers of Bank. In any case, Bank will be expected
                  to make contributions towards the cost of such plans for
                  Norton at the same rate and in the same manner as it makes for
                  its other employees of like status who participate therein.

                                    (ii) The right and opportunity to
                  participate in and become vested under and pursuant to the
                  Defined Benefit Pension Plan maintained by Bank, or any



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                  other qualified pension and profit sharing plans hereafter
                  maintained by Bank, upon the same basis accorded to other
                  full-time employees of Bank. In addition, Bank shall provide
                  to Norton such other fringe benefits as may be provided by
                  Bank to its executives, or its other employees, in accordance
                  with the policies heretofore or hereafter adopted by Bank.

                           (b) In addition to the above and foregoing fringe
         benefits of employment which the Bank customarily provides to all of
         its executive employees, Norton shall be entitled to receive the
         following specific additional benefits in consideration and as
         additional compensation to him for entering into this Amended Agreement
         and agreeing to provide the services required herein to LFC and to the
         Bank:

                                    (i) Payment of his dues for an individual
                  membership in his name in a golf and country club of his
                  choosing located in Oklahoma County, Oklahoma; provided,
                  however, the Bank's obligation shall be for dues and any
                  member assessments only, and it shall have no obligation to
                  pay any charges or expenses incurred by Norton as a member of
                  the aforesaid country club; and

                                    (ii) Throughout the term of this Amended
                  Agreement, Norton shall be provided an automobile of a type
                  and kind comparable to that which Bank provides to its other
                  executive officers for use in their employment by the Bank.

                           (c) In addition to the compensations set forth above,
         Norton shall also be entitled to reimbursement by LFC or the Bank for
         his actual out-of-pocket expenses incurred in the conduct of LFC's or
         the Bank's business, respectively, which shall be limited to ordinary
         and necessary items and such other valid expenditures as may be
         determined to be appropriate expenditures on behalf of LFC or the Bank
         by their respective Board of Directors, from time to time. The
         reimbursement of said expenses and the amounts and the extent to which
         they shall be reimbursed shall be decided on a case-by-case basis by
         the respective Board of Directors of LFC or the Bank, as the case may
         be; provided, however, the respective Board of Directors of LFC or the
         Bank may, at any time, and from time to time, establish a policy or
         policies for allowing certain amounts for reimbursements of certain
         types of specified business expenses incurred by Norton. Norton shall,
         in every instance, wherever practical, support any claims for
         reimbursement for expenses by adequate proof of such expenditures in
         the form of cancelled checks, vouchers, bills, or in any other forms
         satisfactory to the respective Board of Directors of LFC or the Bank,
         as the case may be.

                           (d) Norton shall be entitled to such period of
         vacation with pay during any one (1) year of the term of this Amended
         Agreement as may be permitted by the Board of Directors of Bank on a
         case-by-case basis, in its sole discretion, or pursuant to any policy
         established by the Board of Directors of the Bank for the benefit of
         its executive employees, from time to time. Norton agrees that he will
         take vacation days only at such times that will not unduly interfere
         with or hamper the operation of the Bank's business. Norton shall not
         be entitled to receive any additional compensation from the Bank on
         account of his failure to take a paid vacation as authorized pursuant
         to this Subsection 5(d). Norton shall also not be



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         entitled to accumulate unused paid vacation time from one calendar year
         to the next calendar year during the term of this Amended Agreement.

                  6. DISABILITY.

                           (a) For purposes of this Amended Agreement, Norton
         shall be deemed to be "disabled" or have a "disability" if Norton shall
         have an illness, injury or other physical or mental condition which
         results in Norton's inability to perform substantially the duties he
         performed in his employment capacity for LFC and Bank under this
         Amended Agreement to the extent he was performing such duties
         immediately prior to the commencement of such condition.

                           (b) If Norton shall be disabled for not more than
         ninety (90) days during any twelve (12) month period of the term of
         this Amended Agreement, then, Norton, during the continuance of such
         disability, shall remain employed by Bank hereunder, shall continue to
         receive his base salary and other compensation pursuant to this Amended
         Agreement and otherwise shall continue to have all of the rights and be
         subject to all of Norton's obligations and duties under this Amended
         Agreement, other than the obligation and duty to render services to
         Bank otherwise in accordance with this Amended Agreement during the
         period of such disability.

                           (c) If Norton shall be disabled for more than ninety
         (90) days during any twelve (12) month period during the term of this
         Amended Agreement, but not more than one hundred twenty (120) days
         during any twelve (12) month period, then, from and after the
         expiration of the ninetieth (90) day of disability and during the
         continuance of such disability up to and including the day immediately
         preceding the one hundred twentieth (120th) day, Norton shall be deemed
         to have taken a leave of absence from the Bank commencing on the
         ninetieth (90th) day of such disability and, during the continuance of
         such disability, the following provisions shall apply:

                                    (i) Norton's annual base salary shall be
                  apportioned up to and including the ninetieth (90th) day of
                  such disability and from and after the ninetieth (90th) day of
                  such disability and up to and including the day immediately
                  preceding the one hundred twentieth (120th) day of such
                  disability, neither LFC nor Bank shall pay any salary to
                  Norton and Norton shall receive no salary from LFC or Bank;

                                    (ii) Bank, in the sole discretion of its
                  Board of Directors, shall have the right and power to remove
                  Norton from the position of President of the Bank, and LFC, in
                  turn, in the sole discretion of LFC's Board of Directors,
                  shall have the right and power to remove Norton from the
                  position which he holds as LFC's President, or either of them
                  may delegate all or any portion of Norton's duties as
                  President of the Bank or LFC, respectively, to one or more
                  other employees of the Bank or LFC, respectively, as they
                  shall see fit in their respective, sole discretion; and



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                                    (iii) Norton shall otherwise have all of the
                  rights and be subject to all of Norton's obligations and
                  duties under this Amended Agreement, except that Norton shall
                  have no obligation or duty to render services to LFC or the
                  Bank, respectively, otherwise in accordance with this Amended
                  Agreement during such period of time; provided that LFC or the
                  Bank shall be excused from providing any insurance coverage or
                  benefits which, by reason of Norton's disability, LFC or the
                  Bank shall not be able to obtain, continue or maintain at
                  substantially the same cost or expense or substantially the
                  same terms and conditions that LFC or the Bank was able to
                  obtain, continue or maintain immediately prior to the
                  commencement of Norton's disability.

                           (d) If Norton shall be disabled for more than one
         hundred twenty (120) days in any twelve (12) month period during the
         term of this Amended Agreement, the employment of Norton by LFC and
         Bank hereunder shall cease and terminate pursuant to the provisions of
         Section 9, below.

                           (e) If LFC and the Bank and Norton are unable to
         agree whether Norton is disabled within the meaning of this Section 6,
         then this issue shall be submitted to arbitration in the manner
         provided for in Section 14 of this Amended Agreement below.

                  7. STANDARDS. Norton shall perform all of his duties and
responsibilities under this Amended Agreement in accordance with such reasonable
standards as are established from time to time by the Board of Directors of the
Bank or of LFC, respectively. The reasonableness of such standards shall be
measured against standards for executive performance generally prevailing
commercial banking industry.

                  8. CONFIDENTIAL INFORMATION.

                           (a) Norton acknowledges that in Norton's employment
         under this Amended Agreement, Norton will be making use of, acquiring
         and adding to the Bank's trade secrets and its confidential and
         proprietary information of a special and unique nature and value
         relating to such matters as, but not limited to, the Bank's depositor
         list, loan customers, business operations, internal structure,
         financial affairs, programs, software, systems, procedures, manuals,
         confidential reports, lists of investors and prospective investors and
         sales and marketing methods, as well as the amount, nature and type of
         services and methods used and preferred by the Bank and its investors,
         all of which shall be deemed to be Confidential Information for
         purposes of this Amended Agreement. Norton acknowledges that such
         Confidential Information has been and will continue to be of central
         importance to the business of the Bank and that disclosure of it to, or
         its use by, others could cause substantial loss to the Bank.
         Accordingly, during the term of this Amended Agreement and upon and
         after leaving the employ of Bank for any reason whatsoever, Norton
         shall not, for any purpose whatsoever, directly or indirectly, divulge
         or disclose to any person or entity any of such Confidential
         Information which was obtained by Norton as a result of Norton's
         employment with Bank or any trade secrets of the Bank, but shall hold
         all of the same confidential and inviolate.



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                           (b) All contracts, agreements, financial books,
         records, instruments and documents, a depositor list, borrower list,
         investor list, memoranda, data, reports, programs, software, tapes,
         rolodexes, telephone and address books, letters, research, cardex,
         listings, programming and any other instruments, records or documents
         relating or pertaining to the business of LFC or of the Bank
         (collectively herein the "Records") shall at all times be and remain
         the property of LFC and the Bank, respectively. Upon termination of
         this Amended Agreement and Norton's employment under this Amended
         Agreement for any reason whatsoever, Norton shall return to LFC or the
         Bank, respectively, all Records (whether furnished by LFC or the Bank
         or prepared by Norton).

                           (c) All inventions and other creations, whether or
         not patented, or copyrightable, and all ideas, reports and other
         creative works, including, without limitation, computer programs,
         manuals and related materials, made or conceived in whole or in part by
         Norton while employed by LFC or the Bank which relate in any manner
         whatsoever to the business, existing or proposed, of LFC or the Bank or
         any other business or research or developmental efforts in which LFC or
         the Bank, or any of its subsidiaries or affiliates engages in during
         Norton's employment by LFC and the Bank will be disclosed promptly by
         Norton to LFC and the Bank and shall be the sole and exclusive property
         of LFC or the Bank, as the case may be.

                  9. TERMINATION OF EMPLOYMENT.

                           (a) The Board of Directors of the Bank and/or the
         Board of Directors of LFC, respectively, may terminate Norton's
         employment by the Bank and/or by LFC, respectively, under this Amended
         Agreement, with or without "Cause," at any time during the term hereof,
         effective upon delivery of written notice to that effect to Norton, but
         any such termination by the Bank or LFC, as the case may be, of
         Norton's employment, other than termination of his employment for
         "Cause," as defined below in this Section 9(a), or as a result of
         Norton's voluntary resignation, without "Good Reason," as that term is
         defined below in Section 9(b), shall not prejudice Norton's right to
         receive as liquidated damages the full amount of the remaining
         compensation which would have otherwise been paid him throughout the
         term of this Amended Agreement and to receive all such other fringe
         benefits which he would have otherwise been entitled to receive during
         the then remaining term of this Amended Agreement, as provided above in
         Section 3, subject only to Norton's prior and paramount rights to
         receive the severance benefits specifically accorded to him pursuant to
         the provisions of Section 10, below, of this Amended Agreement, which
         shall arise in the event that a "Change of Control," as defined in
         Section 10, below, occurs to LFC or the Bank during the term of this
         Amended Agreement. The severance rights, benefits and entitlements set
         forth in Section 10, below, shall, in the event a Change of Control
         occurs to LFC or the Bank, be deemed to supersede, substitute for and
         supplant Norton's rights to receive the benefits and entitlements
         accorded to Norton under this Section 9, such that Norton shall look
         solely to his rights to be paid the severance benefits and payments
         under Section 10, below, in the event a Change of Control occurs to LFC
         or the Bank while he is employed by either of them, in lieu of his
         rights under this Section 9. Norton's rights, benefits and



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         entitlements under this Section 9 shall apply to the termination of his
         employment by LFC or the Bank during the term of this Amended Agreement
         where a Change of Control has not occurred to either LFC or the Bank.
         On the other hand, Norton shall not have any right to receive any
         further compensation or any other benefits to which he would have
         otherwise been entitled under this Amended Agreement after either (i)
         his voluntary resignation from his employment by the Bank or LFC,
         during the term of this Amended Agreement, without "Good Reason," as
         that term is defined below in this Section 9 (in the absence of a
         Change of Control having occurred to LFC or the Bank, as provided in
         Section 10, below); or (ii) after his termination from his employment
         for "Cause" by the Bank or LFC, in accordance with the terms of this
         Amended Agreement, except for the vested rights of Norton hereunder,
         i.e., any and all compensation benefits and rights which Norton was
         entitled to receive prior to the effective date of such termination.
         For all purposes under this Amended Agreement, termination for "Cause"
         shall mean termination because of Norton's personal dishonesty,
         incompetence, willful misconduct, breach of fiduciary duty involving
         personal profit, intentional failure to perform stated duties under
         this Amended Agreement, willful violation of any law, rule or
         regulation (other than traffic violations or similar offenses) or of a
         final cease-and-desist order, or any material breach by Norton of any
         provisions of this Amended Agreement or the death or permanent
         disability, as that term is defined below, of Norton occurring during
         the term of this Employment Agreement. For purposes of this Employment
         Agreement, the term "permanent disability" shall mean if Norton shall
         have an illness, injury or other physical or mental condition which
         results in Norton's inability to perform substantially all of the
         duties he performs in his employment capacity for the Bank or LFC to
         the extent he was performing such duties immediately prior to the
         commencement of such condition and that such disability has continued
         for a period of more than one hundred twenty (120) days in any
         consecutive twelve (12) month period during the term of this Amended
         Agreement. Subject to the additional rights of LFC and the Bank under
         Section 6, above, if Norton shall be so disabled for more than one
         hundred twenty (120) days in a twelve (12) month period during the term
         of this Amended Agreement, the employment of Norton by the Bank and LFC
         shall be deemed by reason of his said permanent disability to have been
         for all purposes hereunder terminated for "Cause." In determining the
         incompetence of Norton, the acts or omissions of Norton shall be
         measured against standards generally prevailing in the commercial
         banking industry. Unless: (i) Norton voluntarily resigns from his
         employment by LFC and the Bank without "Good Reason," as that term is
         defined in this Section 9(b), below, during the term of this Amended
         Agreement; or (ii) Norton's employment under this Amended Agreement is
         terminated by the Bank or LFC for "Cause," as defined above, LFC and
         the Bank shall be obligated to continue to pay to Norton his
         compensation and to provide to him all other benefits of his employment
         as set forth in this Amended Agreement in the manner described in
         Section 3, above, during the remaining term of this Amended Agreement,
         after the termination of his employment, unless he is otherwise
         entitled to receive instead, at such time, the specific severance
         benefits accorded him under the provisions of Section 10, below,
         because a "Change of Control" has occurred to LFC or the Bank. The said
         severance benefits accorded to Norton under Section 10, below, after a
         Change of Control, shall be deemed to control over and substitute for
         the rights and benefits accorded to Norton under this Section 9, as
         provided above. LFC, the Bank and Norton agree that it would be
         difficult to ascertain the amount of damages owing to Norton if this



                                       10
<PAGE>   11

         Amended Agreement is terminated: (i) without "Cause," or (ii) he
         resigns for "Good Reason" during the term of this Amended Agreement.
         Accordingly, the amount to be paid by LFC and Bank to Norton as
         compensation and the other benefits to be provided by LFC and Bank to
         Norton during the remaining term of this Amended Agreement, in the
         event of the termination of his employment for one of those reasons,
         shall be deemed to be liquidated damages for the termination of this
         Amended Agreement in either such event, as provided for in Section 3,
         above, or below in this Section 9(a), and not as a forfeiture or
         penalty. Norton, LFC and Bank specifically covenant and agree that the
         amount of such liquidated damages, as determined in the manner set
         forth below in this Section 9(a) and in Section 3, above, would be a
         fair and reasonable amount of damages for Norton to receive due to the
         termination of his employment under such circumstances and that the
         right to receive such compensation as liquidated damages shall be
         Norton's sole and only remedy in such event, except for and subject to
         the prior and superior rights of Norton to the severance benefits set
         forth and described in Section 10, below, in the event a "Change of
         Control" has occurred to LFC or the Bank. Specifically, as provided in
         Section 3, above, if Norton's employment under this Amended Agreement
         is terminated: (i) without "Cause," or (ii) he resigns for "Good
         Reason" during the term of this Amended Agreement, then, and in such
         event, he shall be entitled to receive from LFC or the Bank as
         liquidated damages by reason thereof, the following: (x) the full
         amount of his remaining guaranteed salary under this Amended Agreement
         to be paid to him in monthly installments in the same amount and manner
         as if he had remained employed by LFC or the Bank during the term of
         this Agreement which shall be remaining after the date his employment
         is so terminated; plus (y) the sum obtained by dividing the average
         amount of the annual cash bonuses which were paid to Norton for the
         three (3) calendar years immediately preceding the date of the said
         termination of his employment by twelve (12) and paying the amount so
         determined to him each month (or a pro-rated amount for any portion of
         any such remaining month) which shall be remaining in the term of this
         Amended Agreement as of the date of the said termination of his
         employment at the same time, and together with, the monthly base salary
         payments being made to him, as described above, and (z) causing him to
         continue to receive all of the other fringe benefits and entitlements
         of his employment which he was receiving pursuant to Section 5 of this
         Amended Agreement on the date of the termination of his said employment
         and which he would have otherwise received for the then remaining term
         of this Amended Agreement (or the economic equivalency thereof) as
         fully as if he had remained employed by LFC or the Bank during the
         entire said remaining term thereof.

                           (b) For all purposes in this Amended Agreement and,
         in particular, this Section 9, the term "Good Reason" with respect to
         Norton shall have the following meaning:

                                    (i) A significant diminution of Norton's
                  Role, as that term is defined below in this Section 9(b), if
                  the diminution in his Role is not reasonably related to an
                  adverse change in his performance of his assigned duties at
                  LFC or the Bank; provided that Good Reason shall not exist
                  under this clause in the case of termination for Cause, as
                  that term is defined above, in Section 9(a), or diminution of
                  his Role by reason of the voluntary actions of Norton, or on
                  account of disability,



                                       11
<PAGE>   12

                  retirement or death, as described and defined above, in this
                  Amended Agreement, or the voluntary termination by Norton of
                  his employment with LFC or Bank other than for a Good Reason,
                  as defined hereunder;

                                    (ii) (x) A reduction in the base salary
                  and/or bonuses paid to Norton to an amount such that the sum
                  of his base salary and cash bonuses as so reduced is less than
                  the sum of his base salary, as of the Effective Date of this
                  Amended Agreement, plus an amount equal to the average of the
                  annual cash bonuses which were paid to Norton for the three
                  (3) immediately preceding calendar years, or (y) a failure
                  after twenty (20) days' written notice by Norton to LFC and
                  the Bank of LFC or the Bank to pay Norton any installment
                  owing to him of such salary or bonus;

                                    (iii) The failure by LFC or Bank to provide
                  Norton with any material benefit that is provided to the
                  executive officers of LFC and the Bank generally, or any
                  action or inaction by LFC or the Bank which could adversely
                  affect his continued participation in any benefit plan,
                  entitlements or other arrangements of Bank or LFC, or his
                  ability to enjoy or realize upon any material benefit under
                  any such plan, entitlement or arrangement;

                                    (iv) LFC's or the Bank's assigning Norton,
                  without his prior written consent, to perform his duties under
                  the Agreement at a location anywhere other than Oklahoma
                  County, State of Oklahoma; or

                                    (v) The failure by LFC or the Bank to obtain
                  the assumption of all of their obligations under this Amended
                  Agreement and under the Stock Option Agreement made and
                  entered into by and between LFC and Norton, as referenced
                  above, by the Successor, or to otherwise comply with the terms
                  and provisions of Subsection 10(c), below.

                                    (vi) "Role" shall have the meaning for all
                  purposes under this Amended Agreement of (x) prior to any
                  Change of Control, as defined herein, Norton's authority or
                  responsibilities with the Bank or LFC on the Effective Date of
                  this Amended Agreement; or any enhanced Role (other than by
                  way of an interim or otherwise expressly temporary
                  appointment) to which he had ascended from the Effective Date
                  of this Amended Agreement to the consummation date of any
                  Change of Control; and (y) after the consummation of any
                  Change of Control, the authority and responsibilities with the
                  Successor described in writing by such Successor prior to the
                  Change of Control and which is reasonably commensurate with
                  Norton's Role, as defined in clause (x) above, in this
                  definition thereof.

                           (c) If Norton is suspended and/or temporarily
         prohibited from participating in the conduct of the Bank's affairs by a
         notice served under the provisions of Section 8(e)(3) or (g)(1) of the
         Federal Deposit Insurance Act [12 U.S.C. Section 1818(e)(3) and
         (g)(1)], the Bank's obligations under this Amended Agreement shall be
         suspended as of the



                                       12
<PAGE>   13

         date of service of said notice pursuant to the Act unless stayed by
         appropriate proceedings. If the charges in the notice are dismissed,
         the Bank may, in its discretion, (i) pay Norton all or part of the
         compensation which was withheld by the Bank while its obligations under
         this Amended Agreement were suspended in accordance herewith, and (ii)
         reinstate (in whole or in part) any of its obligations which were so
         suspended.

                           (d) If Norton is removed and/or permanently
         prohibited from participating in the conduct of the Bank's affairs by
         an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
         Insurance Act [12 U.S.C. Section 1818(e)(4) or (g)(1)], all obligations
         of the Bank under this Amended Agreement shall terminate as of the
         effective date of the order; provided, however, the vested rights of
         the Bank and Norton under this Amended Agreement shall not be affected
         thereby.

                           (e) If the Bank is in default (as defined in Section
         3(x)(1) of the Federal Deposit Insurance Act), all obligations under
         this Amended Agreement shall terminate as of the date of such default,
         but this Section 9(e) shall not affect any vested rights of the Bank or
         Norton under this Amended Agreement.

                           (f) All obligations under this Amended Agreement
         shall be terminated, except to the extent determined that the
         continuation of this Amended Agreement is necessary for the continued
         operations of the Bank:

                                    (i) by the Director of the Federal Deposit
                  Insurance Corporation, or his or her designee, at the time the
                  Federal Deposit Insurance Corporation enters into an agreement
                  to provide assistance to or on behalf of the Bank under the
                  authority contained in 13(c) of the Federal Deposit
                  Insurance Act; or

                                    (ii) by the Director of the Federal Deposit
                  Insurance Corporation, or his or her designee, at the time the
                  Director, or his or her designee approves a supervisory merger
                  to resolve problems related to operation of the Bank, or when
                  the Bank is determined by the Director to be in an unsafe or
                  unsound condition.

                  Any rights of the Bank or Norton under the Agreement that have
already vested, however, shall not be affected by such action.

                           (g) If Norton resigns voluntarily from his employment
         by the Bank during the term of this Amended Agreement without "Good
         Reason," as that term is defined in Section 9(b), above, then, and in
         such event, all of the rights, benefits and entitlements of Norton
         under this Amended Agreement, including without limitation, his right
         to receive salary payments, shall cease on the date of such voluntary
         resignation, except: (i) for the right to receive severance and other
         benefits if a Change of Control has occurred to either LFC or the Bank
         prior thereto, as expressly provided for in Section 10, below; and (ii)
         for the rights of Norton which have vested prior to the date of his
         voluntary resignation.



                                       13
<PAGE>   14

                  10. SEVERANCE BENEFITS TO BE PAID TO NORTON IN THE EVENT OF A
CHANGE OF CONTROL.

                           (a) For all purposes in this Amended Agreement and,
         in particular, this Section 10, the following terms shall have the
         respective meanings specified below:

                                    (i) "Annual Cash Compensation" means the sum
                  of (a) Norton's annual base salary in effect as of the date of
                  this Agreement, or if greater, Norton's base salary in effect
                  at the time of the Change of Control, and (b) an amount equal
                  to the average of the annual cash bonuses which were paid to
                  Norton during the three (3) calendar years immediately
                  preceding the effective date of a Change of Control.

                                    (ii) "Bank" means (x) the Bank until a
                  Change of Control, and (y) the successor to the Bank upon a
                  Change of Control (the "Successor").

                                    (iii) "Cause" shall have the same meaning
                  ascribed to that term in Section 9, above, in this Amended
                  Agreement.

                                    (iv) "Change of Control" shall for all
                  purposes in this Amended Agreement mean the occurrence of any
                  of the following events:

                                            (x) the consummation of any
                           agreement of merger, statutory share exchange or
                           consolidation pursuant to which either LFC or the
                           Bank is merged or consolidated into, or more than
                           eighty percent (80%) of the outstanding shares of
                           LFC's or the Bank's common stock are acquired by,
                           another corporation, partnership, limited liability
                           company or limited liability partnership, or any
                           other business entity; or

                                            (y) another corporation or such
                           other business entity is merged or consolidated into
                           LFC or the Bank in circumstances under which the
                           outstanding shares of the LFC's or the Bank's common
                           stock are converted into or exchanged for cash or
                           securities of another such corporation or entity
                           which was not a wholly-owned subsidiary of LFC or the
                           Bank at all times within one year prior to the said
                           merger or consolidation; or

                                            (z) (1) the consummation of a sale
                           of fifty percent (50%) or more of the issued and
                           outstanding common stock of the Bank by LFC; or (2)
                           fifty percent (50%) or more of the issued and
                           outstanding common stock of LFC is acquired by
                           persons (including corporations or any other form of
                           business entity) who are acting in concert; or (3)
                           the consummation of the sale of all or substantially
                           all of the assets of the Bank by LFC, or of LFC by
                           the Bank.

                                    (v) "LFC" means (x) LFC until a Change of
                  Control, and (y) the successor to LFC upon a Change of Control
                  (the "Successor").



                                       14
<PAGE>   15

                                    (vi) "Severance Period" shall for all
                  purposes in this Amended Agreement mean a period of years
                  after Norton's termination that is equal to the number by
                  which Norton's Annual Cash Compensation is multiplied to
                  determine the Severance Benefit payable under the provisions
                  of this Amended Agreement.

                                    (vii) "Successor" shall mean for all
                  purposes in this Amended Agreement any entity that assumes the
                  respective obligations of LFC and the Bank under this Amended
                  Agreement pursuant to subparagraph 10(c), below.

                           (b) If, during the term of this Amended Agreement, a
         Change of Control is consummated as to either LFC or the Bank and at
         any time prior to the fifth (5th) anniversary of the consummation of
         that said Change of Control, as specifically defined above, the
         employment of Norton is terminated (x) by LFC or the Bank, or their
         respective Successor, without "Cause," or (y) by Norton's voluntary
         resignation from his employment, at any time, and for any reason
         whatsoever, in his sole and absolute discretion, then, and in such
         event, LFC, the Bank and/or the Successor shall be expressly obligated
         to pay to Norton the following:

                                    (i) The Bank or its Successor shall pay to
                  Norton, and/or LFC or its Successor shall pay or shall cause
                  the Bank or its Successor to pay to Norton, an amount (the
                  "Severance Benefit") equal to the sum of his Annual Cash
                  Compensation, multiplied by three (3), payable in equal
                  quarterly installments (i.e., every successive (3) month
                  period) from the date of said termination of his employment,
                  as provided above, until the date which is three (3) years
                  from the date of said termination, with the first said
                  quarterly installment thereof being due and payable within
                  five (5) days after the date of such termination of Norton's
                  employment for the foregoing reasons. Norton shall have no
                  obligation to seek other employment or to otherwise attempt to
                  mitigate the effect of this Section 10 of this Amended
                  Agreement or the benefits payable hereunder in order to be
                  entitled to receive the Severance Benefit or the other
                  benefits hereunder, and any payment received by Norton from
                  any other employment shall not serve to reduce in any way the
                  amount of the Severance Benefit payable to him hereunder.

                                    (ii) During the Severance Period, Norton
                  shall be entitled to all benefits under the group
                  hospitalization plan, healthcare plan, dental plan, life or
                  other insurance or death benefit plan, or any similar benefit
                  plan or program of LFC and the Bank or the Successor for which
                  key executives of LFC, the Bank or the Successor are eligible,
                  to the same extent as if Norton had continued to be an
                  employee of LFC or the Bank at a compensation level equal to
                  his Annual Cash Compensation, and Norton's share of the costs
                  shall be the same as that cost, if any, for which Norton was
                  responsible while an employee of LFC and the Bank. If any such
                  plan or program does not permit continued participation by
                  Norton, or does not permit continued participation by Norton
                  through the end of the Severance Period, LFC, the Bank or the
                  Successor shall arrange to provide Norton with substantially



                                       15
<PAGE>   16

                  similar benefits through the end of the Severance Period, with
                  Norton responsible solely for that share of the costs with
                  regard to such benefits which he was formerly paying as
                  outlined above. At Norton's sole and exclusive option, Norton
                  may elect to be paid in cash an amount equivalent to LFC's,
                  the Bank's or the Successor's costs of providing such benefits
                  during the Severance Period, such election to be made within
                  thirty (30) days after Norton's said termination of
                  employment, with such payment to be made to him within ten
                  (10) days after his delivery of such election to LFC, the Bank
                  or the Successor hereunder.

                                    (iii) Any stock options, restricted stock or
                  other stock or stock-based awards to Norton shall immediately
                  vest and become exercisable to the extent exercise is required
                  and all restrictions on the ability of Norton to obtain the
                  full economic benefit of such vested awards shall immediately
                  lapse.

                           (c) If LFC or the Bank enters into a definitive
         agreement that would result in a Change of Control, as defined herein,
         then LFC and the Bank may elect (i) to assign this Amended Agreement to
         the Successor effective on the occurrence of the Change of Control,
         provided that such Successor shall assume in writing all of the
         obligations of LFC and the Bank hereunder and under that certain Stock
         Option Agreement by and between LFC and Norton of even date herewith
         and shall expressly acknowledge that a Change of Control of LFC or the
         Bank has occurred within the meaning of this Amended Agreement so as to
         entitle Norton to be paid the Severance Benefit and other benefits set
         forth in Section 10(b) of this Agreement, above, if, in the five (5)
         year period following the consummation of that Change of Control his
         employment is terminated either (i) without "Cause" by LFC, the Bank or
         the Successor, or (ii) by reason of his voluntary resignation from his
         employment, for any reason whatsoever, in his sole discretion, and
         provided further that LFC and the Bank shall remain liable for the
         performance of all of their respective obligations under this Amended
         Agreement if the Successor fails to so perform any of its assumed
         obligations under this Amended Agreement; or (iii) to terminate this
         Amended Agreement upon written notice to Norton given pursuant to the
         terms and conditions of this Amended Agreement not later than thirty
         (30) days after the execution of any such definitive agreement to
         effect such a Change of Control, to be effective on the date the Change
         of Control is consummated or effective, and, upon the consummation of
         the Change of Control, paying to Norton, in readily available funds, a
         lump sum amount equal to: (x) his compensation and benefits under this
         Amended Agreement to the date on which such termination shall take
         effect (i.e., on the consummation date of the Change of Control), (y)
         the full amount of the Severance Benefit as provided for in this
         Section 10, above, and (z) the full value of all such other benefits as
         are also to be provided to Norton as the result of the termination of
         his employment without "Cause," or due to his voluntary resignation,
         after the occurrence of a Change of Control, as set forth and provided
         in Section 10(b)(ii) and (iii), above.

                           (d) All payments to be made to Norton under this
         Amended Agreement will be subject to required withholding of federal,
         state and local income and employment taxes. Notwithstanding anything
         in this Amended Agreement to the contrary, if any of the payments
         provided for in this Amended Agreement, together with any other payment
         which



                                       16
<PAGE>   17

         Norton has the right to receive from LFC or the Bank, or any other
         corporation which is a member of an "affiliated group" (as defined in
         Section 1504(a) of the Internal Revenue Code of 1986 ("Code") without
         regard to Section 1504(b) of the Code) of which LFC or the Bank is a
         member, would constitute an "Excess Parachute Payment" (as defined in
         Section 280Gb(2) of the Code), the payments pursuant to this Amended
         Agreement shall be reduced to the largest amount that will result in no
         portion of such payments being subject to the excise tax imposed by
         Section 4999 of the Code; provided, however, that the determination as
         to whether any reduction in the payment under this Amended Agreement
         pursuant to this proviso is necessary shall be made by Norton in good
         faith, and such reasonable determination shall be conclusive and
         binding upon the Bank with respect to its treatment of the payment for
         tax reporting purposes and, provided further, that Norton may determine
         in his discretion what payment or benefit so provided to him herein
         shall be so reduced.

                  11. NO ASSIGNMENT OR SUCCESSION; DEATH OF NORTON. This Amended
Agreement is personal to Norton and to the Bank and LFC. Neither Norton nor the
Bank or LFC may assign or delegate any of his or their respective rights or
obligations under this Amended Agreement without first obtaining the prior
written consent of all of the other parties hereto. In the event of Norton's
death during the term of this Amended Agreement, all of the rights and
entitlements of Norton under this Amended Agreement shall cease except for the
rights of Norton which have vested prior to the date of his death. Any and all
remaining vested compensation or benefits to which Norton is entitled under this
Amended Agreement prior to the date of his death shall be payable by Bank to the
estate of Norton or to the person designated by Norton in his Last Will and
Testament to receive such payments or benefits. In the event the Bank is
involuntarily dissolved for any reason by the Comptroller of the Currency
("OCC"), or the Federal Deposit Insurance Corporation ("FDIC"), or any other
governmental entity having authority over the Bank, this Amended Agreement shall
terminate as of the date of such dissolution and Norton shall have no further
rights except for the rights which are vested in him prior to the effective date
of such dissolution.

                  12. AMENDMENTS OR ADDITIONS: ACTION BY LFC'S OR THE BANK'S
BOARD OF DIRECTORS. No amendments or additions to this Amended Agreement shall
be binding unless in writing and executed by both LFC and the Bank and by
Norton. The prior approval by the affirmative vote of the majority of the full
Board of Directors of the Bank or of LFC, respectively, shall be required in
order for the Bank or LFC, respectively, to authorize and execute any amendments
or additions to this Amended Agreement, to give any consents or waivers of the
provisions of this Amended Agreement, or to take any other action under this
Amended Agreement, including any termination of the employment of Norton, with
or without cause, under the provisions of Section 9(a), above.

                  13. REIMBURSEMENT OF DISALLOWED EXPENSES. If any expenses paid
by LFC or the Bank for Norton or any reimbursement of expenses by LFC or the
Bank to Norton shall, upon audit or other examination of the income tax returns
of LFC or the Bank, be determined not to be allowable deductions from the gross
income of LFC or the Bank, as the case may be, and such determination shall be
acceded to by LFC or the Bank, respectively, or such determination shall be made
final by the appropriate taxing authority or a final judgment of a court of
competent jurisdiction,



                                       17
<PAGE>   18

and no appeal shall be taken therefrom, or the applicable period for the filing
of a notice of appeal shall have expired, then, and in such event, Norton shall
rebate to LFC or the Bank, as the case may be, the dollar amount of the expenses
so disallowed by such taxing authority. Such repayment may not be waived by LFC
or by the Bank, respectively.

                  14. BINDING ARBITRATION. Unless LFC, Bank and Norton all
expressly agree otherwise in writing, all disputes relating to this Amended
Agreement, or any breach thereof or the meaning and effect of any term and
provisions hereof, shall be submitted to binding arbitration by Bank, LFC and
Norton pursuant to the provisions of the Oklahoma Uniform Arbitration Act, 15
O.S. Section 801, et seq. (the "Act"), and in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "Rules"). In the
event a dispute arises which cannot be informally resolved by the parties
hereto, a panel of three (3) arbitrators shall be selected to settle the
dispute. Within twenty (20) days following the demand by either party for
arbitration of a dispute arising under this Amended Agreement, LFC and Bank
shall jointly designate an arbitrator knowledgeable and experienced in
commercial banks and Norton shall designate an arbitrator knowledgeable and
experienced in commercial banks. The two (2) arbitrators so appointed shall
together appoint a third arbitrator, also knowledgeable and experienced in
commercial banks, within twenty (20) days following the appointment of the last
arbitrator so selected by either LFC and the Bank or by Norton. In the event
that the two (2) arbitrators selected by LFC and the Bank and by Norton are
unable to mutually select a third arbitrator within the twenty (20) day period,
the third arbitrator shall be selected by the then presiding judge of the
Oklahoma County, Oklahoma District Court. If the presiding judge of the Oklahoma
County, Oklahoma District Court is unable or unwilling to make such selection,
the parties will request that the Chief United States District Judge of the
United States District Court for the Western District of Oklahoma make such
selection. The panel of three (3) arbitrators shall then determine a time and a
place for the hearing and shall notify the parties in writing personally or by
registered mail no less than twenty (20) days before the hearing. The
arbitrators will hear the dispute in accordance with the Act and the Rules. Each
party hereto shall be entitled to be represented by counsel and each party shall
be solely responsible for the fees of their respective counsel. A majority of
arbitrators shall render a final award within twenty (20) days following the
conclusion of the hearing which shall be final and binding upon all parties
hereto. The expenses and fees of the third arbitrator mutually selected by the
first two (2) arbitrators shall be divided equally between the parties. Each
party shall be solely responsible for the expenses and fees of the arbitrator
whom it selected. The arbitrators may include, as part of any award, for the
recovery of attorney's fees by the prevailing party. All other expenses incurred
in the conduct of the arbitration shall be divided equally between the parties.
Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.

                  15. MISCELLANEOUS PROVISIONS.

                           (a) This Amended Agreement shall be binding upon, and
         shall inure to the benefit of LFC, Bank and Norton and their respective
         heirs, personal and legal representatives, successors and assigns.

                           (b) LFC, Bank and Norton agree that the construction
         and interpretation of this Amended Agreement shall at all times and in
         all respects be governed by the laws of



                                       18
<PAGE>   19

         the United States of America where applicable and otherwise in all
         respects by the laws of the State of Oklahoma.

                           (c) All notices required or permitted herein must be
         in writing and shall be deemed to have been duly given on the date of
         service and served personally or by telecopier, telex, or other similar
         communication to the party or parties to whom notice is to be given, on
         the next day if notice is effected by overnight mail service, or on the
         third business day after mailing in the United States mail, if mailed,
         to the party or parties to whom notice is to be given by registered or
         certified mail, return receipt requested, postage prepaid, to the
         address of such party, as set forth in the first paragraph of this
         Amended Agreement, or to such other address as any party to this
         Amended Agreement may designate to the other from time-to-time for this
         purpose in a manner complying with the provisions of this section. Any
         communication which is mailed by overnight mail or sent by telecopier
         or telex shall be confirmed immediately, but failure to so confirm
         shall not affect the effectiveness of such notice from and after the
         day on which such notice is actually received.

                           (d) Any provision of this Amended Agreement which is
         prohibited or unenforceable in any jurisdiction shall not invalidate
         the remaining provisions hereof and any prohibition or unenforceability
         in any jurisdiction shall not invalidate or render unenforceable such
         provision in any other jurisdiction.

                           (e) This Amended Agreement contains the entire
         agreement and understanding by and between LFC, the Bank and Norton
         with respect to Norton's employment by LFC and the Bank, as herein
         described, and supersedes all prior agreements and understandings
         between the parties to this Amended Agreement, relating to the subject
         matter of this Amended Agreement. No change or modification of this
         Amended Agreement shall be valid or binding unless the same is in
         writing and signed by the party intending to be so bound. No waiver of
         any provision of this Amended Agreement shall be valid unless the same
         is in writing and signed by the party against whom such waiver is
         sought to be enforced. Moreover, no valid waiver of any provision of
         this Amended Agreement, at any time, shall be deemed to be a waiver of
         any other provision of this Amended Agreement at such time, or will be
         deemed a valid waiver of such provision at any other time.

                           (f) This Amended Agreement may be executed in two (2)
         or more counterparts, each of which shall be deemed an original, but
         all of which shall constitute one and the same instrument.

                           (g) Time shall be of the essence with regard to the
         performance by the parties hereto of their respective obligations
         hereunder.



                                       19
<PAGE>   20

                  IN WITNESS WHEREOF, LFC, the Bank and Norton have each duly
executed this Amended Agreement to be effective as of the date stated in the
first paragraph above.


LFC:                                   LOCAL FINANCIAL CORPORATION,
                                       a Delaware corporation



                                       By: /s/ Edward A. Townsend
                                          --------------------------------------
                                       Name: Edward A. Townsend
                                       Title: Chairman of the Board of Directors
                                              and Chief Executive Officer
                                       Date: January 30, 2001
                                            ------------------------------------


BANK:                                  LOCAL OKLAHOMA BANK, N.A.,
                                       a national banking association



                                       By: /s/ Edward A. Townsend
                                          --------------------------------------
                                       Name: Edward A. Townsend
                                       Title: Chairman of the Board of Directors
                                              and Chief Executive Officer
                                       Date: January 30, 2001
                                            ------------------------------------




NORTON:                                /s/ Jan A. Norton
                                       -----------------------------------------
                                       JAN A. NORTON

                                       Date: January 30, 2001
                                            ------------------------------------



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