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                                                                   EXHIBIT 10.13

                              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
EDWARD A. TOWNSEND, an individual resident of the State of Oklahoma, with
mailing address of 28910 South 593, Grove, Oklahoma 74344 ("Townsend").

                                    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
Townsend dated September 8, 1997 ("Original Agreement") whereby LFC and Bank
employed Townsend to serve as the Chairman of the Board of Directors and Chief
Executive Officer of LFC and of the Bank, respectively, and to 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 Townsend 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 Townsend ("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 Townsend are now desirous of further
amending the Employment Agreement to amend certain specific provisions with
regard to the severance benefits which Townsend 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 Townsend
thereafter voluntarily resigns from such employment for any reason whatsoever.
At the same time, LFC, the Bank and Townsend 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 Townsend for the reasons and
purposes set forth herein; and



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                  D. Accordingly, LFC, the Bank and Townsend 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 Townsend, respectively, they each do hereby
execute and enter into this Amended Agreement and covenant and agree as follows:

                  1. EMPLOYMENT. Townsend is hereby employed as the Chairman of
the Board of Directors and Chief Executive Officer of LFC and of the Bank,
respectively, to manage and direct the conduct of their banking businesses.
Townsend 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 Chairman of the Board and Chief Executive Officer to the best of his
ability for and on behalf of LFC and the Bank, respectively. Townsend 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, Townsend shall serve as
the Chairman of the Board of Directors and as the Chief Executive Officer 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 supervise, plan and direct the business and affairs of LFC and of the
Bank and shall preside at all meetings of the shareholders of LFC and of the
Board of Directors of LFC and of the Bank, respectively. As Chairman of the
Board of Directors and Chief Executive Officer of LFC and of the Bank, Townsend
shall exercise and perform such other powers and duties as are usually vested in
a chairman of the board of directors and chief executive officer 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, Townsend 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 Townsend'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 Townsend during the term of this Amended Agreement shall not
affect Townsend's compensation as provided for in this Amended Agreement.



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                  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 Townsend 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 (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
Townsend'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 Townsend gives written
notice to LFC or the Bank, respectively, of Townsend'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 Townsend 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 Townsend as a guaranteed
         salary throughout the term of this Amended Agreement, unless Townsend
         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 Townsend, as described above, in the amount of Three Hundred
         Twenty Thousand and No/100 Dollars ($320,000.00) per year. This salary
         shall be payable to Townsend in twelve (12) equal, monthly installments
         of Twenty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars
         ($26,666.67) per month for each month during which services are
         rendered by Townsend 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 Townsend cannot be decreased by LFC or Bank during the term
         of this Amended Agreement for any reason and must be paid to Townsend
         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 Townsend voluntarily resigns
         from his employment by LFC and the Bank without "Good Reason" during
         the term of this Amended Agreement, or unless Townsend is terminated
         for "Cause" by the Bank for the specific reasons set forth and
         described below in Section 9(a) of this Amended Agreement.



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         Accordingly, LFC and Bank agree that if during the term of this Amended
         Agreement, (i) Townsend resigns with "Good Reason," or (ii) Townsend 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 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 Townsend
         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 Townsend under the
         provisions of Section 10 of this Amended Agreement, below, which shall
         be deemed to be the applicable benefits and entitlements of Townsend 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. Townsend, 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 Townsend 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 Townsend 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. Townsend'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 Townsend's performance and other relevant factors
         and LFC's or the Bank's Board of Directors will review Townsend's
         salary for the purposes of determining any appropriate increase in the
         base annual salary of Townsend at least annually. In addition, LFC or
         Bank may, from time to time, enter into supplemental agreements or
         memoranda in writing with Townsend 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 Townsend to



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         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
         Townsend'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 Agreement, below, neither LFC nor Bank shall be
         obligated to pay to Townsend any additional compensation or bonus
         whatsoever, irrespective of the payments of additional compensation or
         bonus to Townsend 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 Townsend 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
Townsend 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 Townsend certain stock options to acquire
LFC's Common Stock. The stock options have been granted by LFC to Townsend
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 Townsend 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 Townsend by LFC in
accordance herewith and the manner and method of exercising such options and
acquiring such stock by Townsend. 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. TOWNSEND'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 Townsend, or to reimburse Townsend for,
the following additional employment benefits and expenses:

                           (a) During the term of this Amended Agreement, Bank
         shall furnish and provide to Townsend, 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 Townsend. However, if Bank
         should at any time in the future provide such benefits to its
         employees, any such benefits shall also be provided to Townsend 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 Townsend and all members
                  of Townsend's immediate family. The



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                  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 Townsend 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 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 Townsend 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, Townsend 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 Townsend as a member
                  of the aforesaid country club; and

                                    (ii) Throughout the term of this Amended
                  Agreement, Townsend 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,
         Townsend 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 Townsend. Townsend
         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.



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                           (d) Townsend 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. Townsend 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. Townsend
         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). Townsend shall also not be 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, Townsend
         shall be deemed to be "disabled" or have a "disability" if Townsend
         shall have an illness, injury or other physical or mental condition
         which results in Townsend'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 Townsend shall be disabled for not more than
         ninety (90) days during any twelve (12) month period of the term of
         this Amended Agreement, then, Townsend, 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 Townsend'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 Townsend 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, Townsend 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) Townsend'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
                  Townsend and Townsend shall receive no salary from LFC or
                  Bank;



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                                    (ii) Bank, in the sole discretion of its
                  Board of Directors, shall have the right and power to remove
                  Townsend from the positions of Chairman of the Board of
                  Directors and Chief Executive Officer 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 Townsend from the
                  positions which he holds as LFC's Chairman of the Board of
                  Directors and Chief Executive Officer, or either of them may
                  delegate all or any portion of Townsend's duties as Chairman
                  of the Board of Directors and Chief Executive Officer 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

                                    (iii) Townsend shall otherwise have all of
                  the rights and be subject to all of Townsend's obligations and
                  duties under this Amended Agreement, except that Townsend
                  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 Townsend'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 Townsend's disability.

                           (d) If Townsend 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 Townsend by LFC and
         Bank hereunder shall cease and terminate pursuant to the provisions of
         Section 9, below.

                           (e) If LFC and the Bank and Townsend are unable to
         agree whether Townsend 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. Townsend 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) Townsend acknowledges that in Townsend's
         employment under this Amended Agreement, Townsend 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



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         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. Townsend 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, Townsend
         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 Townsend as a result of Townsend's
         employment with Bank or any trade secrets of the Bank, but shall hold
         all of the same confidential and inviolate.

                           (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 Townsend's employment under this Amended
         Agreement for any reason whatsoever, Townsend shall return to LFC or
         the Bank, respectively, all Records (whether furnished by LFC or the
         Bank or prepared by Townsend).

                           (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
         Townsend 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
         Townsend's employment by LFC and the Bank will be disclosed promptly by
         Townsend 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 Townsend'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 Townsend,
         but any such termination by the Bank or LFC, as the case may be, of
         Townsend's employment, other than termination of his employment for
         "Cause," as defined below in this Section 9(a), or as a result of
         Townsend's voluntary resignation, without "Good Reason," as that term
         is defined below in Section 9(b), shall not prejudice Townsend'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



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         this Amended Agreement, as provided above in Section 3, subject only to
         Townsend'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 Townsend's rights to
         receive the benefits and entitlements accorded to Townsend under this
         Section 9, such that Townsend 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.
         Townsend's rights, benefits and 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, Townsend 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 Townsend hereunder, i.e., any and all compensation
         benefits and rights which Townsend 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
         Townsend'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 Townsend of any provisions of this Amended Agreement
         or the death or permanent disability, as that term is defined below, of
         Townsend occurring during the term of this Employment Agreement. For
         purposes of this Employment Agreement, the term "permanent disability"
         shall mean if Townsend shall have an illness, injury or other physical
         or mental condition which results in Townsend'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 Townsend 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 Townsend
         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 Townsend, the acts or
         omissions of Townsend shall be measured against standards generally
         prevailing in the commercial banking industry. Unless: (i) Townsend
         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



                                       10
<PAGE>   11

         Agreement; or (ii) Townsend'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 Townsend 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 Townsend under Section 10, below, after
         a Change of Control, shall be deemed to control over and substitute for
         the rights and benefits accorded to Townsend under this Section 9, as
         provided above. LFC, the Bank and Townsend agree that it would be
         difficult to ascertain the amount of damages owing to Townsend if this
         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 Townsend as
         compensation and the other benefits to be provided by LFC and Bank to
         Townsend 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. Townsend, 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 Townsend 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
         Townsend's sole and only remedy in such event, except for and subject
         to the prior and superior rights of Townsend 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 Townsend'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 Townsend 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



                                       11
<PAGE>   12

         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
         Townsend shall have the following meaning:

                                    (i) A significant diminution of Townsend'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 Townsend, or on
                  account of disability, retirement or death, as described and
                  defined above, in this Amended Agreement, or the voluntary
                  termination by Townsend 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 Townsend 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 Townsend for the three
                  (3) immediately preceding calendar years, or (y) a failure
                  after twenty (20) days' written notice by Townsend to LFC and
                  the Bank of LFC or the Bank to pay Townsend any installment
                  owing to him of such salary or bonus;

                                    (iii) The failure by LFC or Bank to provide
                  Townsend 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 Townsend,
                  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 Townsend, 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, Townsend's authority or
                  responsibilities with the Bank or LFC on the Effective Date



                                       12
<PAGE>   13

                  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
                  Townsend's Role, as defined in clause (x) above, in this
                  definition thereof.

                           (c) If Townsend 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 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 Townsend 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 Townsend 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 Townsend 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
         Townsend 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.



                                       13
<PAGE>   14

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

                           (g) If Townsend 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 Townsend 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 Townsend which have vested prior to the date
         of his voluntary resignation.

                  10. SEVERANCE BENEFITS TO BE PAID TO TOWNSEND 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) Townsend's annual base salary in effect as of the date
                  of this Agreement, or if greater, Townsend'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 Townsend 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



                                       14
<PAGE>   15

                           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").

                                    (vi) "Severance Period" shall for all
                  purposes in this Amended Agreement mean a period of years
                  after Townsend's termination that is equal to the number by
                  which Townsend'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 Townsend is terminated (x) by LFC or the Bank, or their
         respective Successor, without "Cause," or (y) by Townsend'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 Townsend the following:

                                    (i) The Bank or its Successor shall pay to
                  Townsend, and/or LFC or its Successor shall pay or shall cause
                  the Bank or its Successor to pay to Townsend, 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 Townsend's
                  employment for the foregoing reasons. Townsend 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



                                       15
<PAGE>   16

                  received by Townsend 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, Townsend
                  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 Townsend had continued to be an
                  employee of LFC or the Bank at a compensation level equal to
                  his Annual Cash Compensation, and Townsend's share of the
                  costs shall be the same as that cost, if any, for which
                  Townsend was responsible while an employee of LFC and the
                  Bank. If any such plan or program does not permit continued
                  participation by Townsend, or does not permit continued
                  participation by Townsend through the end of the Severance
                  Period, LFC, the Bank or the Successor shall arrange to
                  provide Townsend with substantially similar benefits through
                  the end of the Severance Period, with Townsend responsible
                  solely for that share of the costs with regard to such
                  benefits which he was formerly paying as outlined above. At
                  Townsend's sole and exclusive option, Townsend 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 Townsend'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 Townsend shall
                  immediately vest and become exercisable to the extent exercise
                  is required and all restrictions on the ability of Townsend 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 Townsend 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 Townsend 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 Townsend given pursuant to the
         terms and conditions of this Amended Agreement not later than thirty
         (30) days after the execution of any such



                                       16
<PAGE>   17

         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 Townsend, 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
         Townsend 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 Townsend 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 Townsend 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 Townsend 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
         Townsend 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 TOWNSEND. This
Amended Agreement is personal to Townsend and to the Bank and LFC. Neither
Townsend 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 Townsend's death during the term of this Amended Agreement, all of the
rights and entitlements of Townsend under this Amended Agreement shall cease
except for the rights of Townsend which have vested prior to the date of his
death. Any and all remaining vested compensation or benefits to which Townsend
is entitled under this Amended Agreement prior to the date of his death shall be
payable by Bank to the estate of Townsend or to the person designated by
Townsend 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 Townsend shall
have no further rights except for the rights which are vested in him prior to
the effective date of such dissolution.



                                       17
<PAGE>   18

                  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
Townsend. 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 Townsend, 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 Townsend or any reimbursement of expenses by LFC or the
Bank to Townsend 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, 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, Townsend 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 Townsend 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
Townsend 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 Townsend 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 Townsend. In the event
that the two (2) arbitrators selected by LFC and the Bank and by Townsend 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



                                       18
<PAGE>   19

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 Townsend and their
         respective heirs, personal and legal representatives, successors and
         assigns.

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



                                       19
<PAGE>   20

         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.



                  IN WITNESS WHEREOF, LFC, the Bank and Townsend 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/ Jan A. Norton
                                          --------------------------------------
                                       Name: Jan A. Norton
                                       Title: President
                                       Date: January 30, 2001
                                            ------------------------------------


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

                                       By: /s/ Jan A. Norton
                                          --------------------------------------
                                       Name: Jan A. Norton
                                       Title: President
                                       Date: January 30, 2001
                                            ------------------------------------




TOWNSEND:                              /s/ Edward A. Townsend
                                       -----------------------------------------
                                       EDWARD A. TOWNSEND

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



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