EXHIBIT 10.2

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                               CHARTER BANK, S.B.
                              EMPLOYMENT AGREEMENT


         This Agreement is made effective as of the 25th day of March,  1996, by
and between  Charter Bank,  S.B., an Illinois  chartered stock savings bank (the
"Bank"), with its principal administrative office at 114 West Broadway,  Sparta,
Illinois  62286-1633 and Michael R. Howell (the  "Executive").  Any reference to
"Company" herein shall mean Charter  Financial,  Inc., the stock holding company
parent of the Bank or any successor thereto.

         WHEREAS,  the Bank wishes to assure itself of the services of Executive
for the period provided in this Agreement; and

         WHEREAS,  Executive  is willing to serve in the employ of the Bank on a
full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES

         During  the period of his  employment  hereunder,  Executive  agrees to
serve as Executive Vice President and Treasurer of the Bank. During said period,
Executive  also agrees to serve,  if elected,  as an officer and director of any
subsidiary or affiliate of the Bank.  Failure to reelect  Executive as Executive
Vice  President  and  Treasurer  in  accordance  with the terms of Section  2(a)
without the consent of the Executive  during the term of this  Agreement,  shall
constitute an Event of Termination.

2.       TERMS AND DUTIES

         (a) The period of Executive's  employment  under this  Agreement  shall
begin as of the date first  above  written  and shall  continue  for a period of
thirty-six (36) full calendar months thereafter.  During said term the Executive
shall perform the normal and customary  duties  associated with the positions of
Executive Vice President and Treasurer. Commencing on the first anniversary date
of this  Agreement,  and continuing at each  anniversary  date  thereafter,  the
Agreement  shall renew for an additional year such that the remaining term shall
be three (3) years unless  written  notice is provided to Executive at least ten
(10) days and not more than thirty (30) days prior to any such anniversary date,
that this Agreement  shall not renew,  in which case this Agreement shall expire
on the next following  anniversary  date.  Prior to each  anniversary  date, the
disinterested  members  of the Board of  Directors  of the Bank  ("Board")  will
conduct a comprehensive  performance  evaluation and review of the Executive for
purposes of determining whether to extend the Agreement, and the results thereof
shall be included in the minutes of the Board's meeting.
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         (b) During the period of his employment  hereunder,  except for periods
of absence occasioned by illness,  reasonable  vacation periods,  and reasonable
leaves of absence,  Executive shall devote  substantially all his business time,
attention,  skill,  and  efforts  to the  faithful  performance  of  his  duties
hereunder  including  activities  and  services  related  to  the  organization,
operation and management of the Bank; provided, however, that, with the approval
of the Board,  as evidenced by a  resolution  of such Board,  from time to time,
Executive  may serve,  or continue to serve,  on the boards of directors of, and
hold  any  other  offices  or  positions  in,  business  companies  or  business
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Bank,  or materially  affect the  performance  of  Executive's
duties  pursuant to this  Agreement  (it being  understood  that  membership  in
social,  religious,  charitable or similar  organizations does not require Board
approval pursuant to this Section 2(b)).

3.       COMPENSATION AND REIMBURSEMENT

         (a) The  compensation  specified under this Agreement shall  constitute
the salary and benefits paid for the duties  described in Section 2(b). The Bank
shall pay Executive as  compensation  a salary of not less than $87,241 per year
("Base Salary").  Such Base Salary shall be payable on the 15th and the last day
of the month. During the period of this Agreement, Executive's Base Salary shall
be reviewed at least annually;  the first such review will be made no later than
October 1, 1996. Such review shall be conducted by a Committee designated by the
Board,  and the Board may  increase or decrease the  Executive's  Base Salary in
connection  with such  review (any  increase  or  decrease in Base Salary  shall
become the "Base  Salary" for  purposes of this  Agreement).  In addition to the
Base Salary  provided in this Section 3(a), the Bank shall provide  Executive at
no cost to Executive with all such other  benefits as are provided  uniformly to
permanent full-time employees of the Bank.

         (b) The Bank  will  provide  Executive  with  employee  benefit  plans,
arrangements  and  perquisites  as are normal and  customary for the Bank. It is
expressly   understood  by  the  parties  that  any  change  in  benefit  plans,
arrangements or perquisites that are applicable to all  participating  employees
may be made without  obtaining the Executive's  prior consent.  Without limiting
the generality of the foregoing  provisions of this Section 3(b), Executive will
be entitled to  participate in or receive  benefits  under any employee  benefit
plans including but not limited to,  retirement plans,  supplemental  retirement
plans, pension plans,  profit-sharing plans,  health-and-accident plans, medical
coverage or any other employee benefit plan or arrangement made available by the
Bank in the  future  to its  senior  executives  and key  management  employees,
subject to and on a basis  consistent  with the terms,  conditions  and  overall
administration  of such plans and  arrangements.  Executive  will be entitled to
incentive  compensation and bonuses as provided in any plan of the Bank in which
Executive  is  eligible to  participate  (and he shall be entitled to a pro rata
distribution  under any incentive  compensation  or bonus plan as to any year in
which a termination of employment  occurs,  other than  termination  for Cause).
Nothing paid to the Executive under any such plan or arrangement  will be deemed
to be in lieu of other  compensation  to which the  Executive is entitled  under
this Agreement.
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         (c) In addition to the Base Salary  provided for by Section  3(a),  the
Bank  shall pay or  reimburse  Executive  for all  reasonable  travel  and other
reasonable expenses incurred by Executive  performing his obligations under this
Agreement  and may provide such  additional  compensation  in such form and such
amounts  as the  Board  may  from  time to time  determine  in  accordance  with
standards set by the Board of Directors.

         (d) In  addition  to the  foregoing,  Executive  shall be  entitled  to
receive fees for serving as a director of the Bank in the same amount and on the
same terms as fees are paid to other directors of the Bank.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

         The  provisions  of this  Section 4 shall in all respects be subject to
the terms and conditions stated in Sections 8 and 15.

         (a) The provisions of this Section 4 shall apply upon the occurrence of
an Event of  Termination  (as herein  defined)  during the  Executive's  term of
employment  under  this  Agreement.  As used in this  Agreement,  an  "Event  of
Termination" shall mean and include any one or more of the following:

         (i) the  termination  by the Bank of Executive's  full-time  employment
hereunder for any reason other than (A) Disability or Retirement,  as defined in
Section 6 hereof, (B) following a Change in Control,  as defined in Section 5(a)
hereof, or (C) Termination for Cause as defined in Section 7 hereof; or

         (ii)     Executive's resignation from the Bank's employ, upon any

                  (A)  failure to elect or  reelect  or to appoint or  reappoint
                  Executive as Executive Vice President and Treasurer during the
                  term of this Agreement in accordance with Section 2(a) hereof;

                  (B)   change   in    Executive's    function,    duties,    or
                  responsibilities,   which  change   would  cause   Executive's
                  position to become one of  materially  lesser  responsibility,
                  importance,  or scope from the position and attributes thereof
                  described in Section 1 hereof;

                  (C) a relocation of Executive's  principal place of employment
                  by more than 50 miles from its location at the effective  date
                  of this Agreement, or a material reduction in the benefits and
                  perquisites  to Executive  from those being provided as of the
                  effective date of this Agreement;  provided, however, that the
                  Board may reduce the benefits and  perquisites to Executive if
                  such reduction  occurs in connection with an  institution-wide
                  reduction  in benefits for valid  business  purposes and which
                  bears a uniform  relationship  to, or is no greater than, such
                  institution-wide reductions;

                  (D)   liquidation  or  dissolution  of  the  Bank  other  than
                  liquidations    or    dissolutions    that   are   caused   by
                  reorganizations that do not affect the status of Executive; or

                  (E) breach of this Agreement by the Bank.
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         Upon the  occurrence  of any event  described in clauses (ii) (A), (B),
(C), (D) or (E) of this Section 4(a), Executive shall have the right to elect to
terminate his employment  under this Agreement by  resignation  upon  forty-five
(45) days prior written Notice of  Termination  (as defined in Section 6), which
notice  must be given by  Executive  within a  reasonable  period of time not to
exceed four calendar months after the initial event giving rise to said right to
elect,  which  shall be  determined  to  constitute  an "Event of  Termination;"
provided however,  that pursuant to an agreement in writing between the Bank and
the  Executive,  the  Executive  may  consent  to waive his  right to  terminate
employment  in  connection  with any specific  event set forth in (ii) (A), (B),
(C),  (D),  or (E) above,  and such  waiver  shall be binding on the  Executive,
provided  further,  that upon  receipt of said Notice of  Termination,  the Bank
shall  have  thirty  (30)  days in which to  remedy  the  event  giving  rise to
Executive's  right to terminate (other than if Notice of Termination is given as
a result of (ii)(A)  above),  and if it does so and the Executive is returned to
the position he was in immediately  before such event, the Executive's  right to
terminate shall be extinguished. Notwithstanding the preceding sentences, in the
event of a continuing  breach of this  Agreement by the Bank,  Executive,  after
giving due notice within the prescribed time frame of an initial event specified
above,  shall not waive any of his rights  solely under this  Agreement and this
Section 4 by virtue of the fact that Executive has submitted his resignation but
has  remained  in the  employment  of the  Bank  and is  engaged  in good  faith
discussions to resolve any occurrence of an event described in clauses (ii) (A),
(B), (C), (D) and (E) of this Section 4(a).

         (b) Upon the  occurrence  of an  Event of  Termination,  on the Date of
Termination,  as defined in Section 8, the Bank shall pay Executive,  or, in the
event of his subsequent death, his beneficiary or beneficiaries,  or his estate,
as the case may be, as severance pay or liquidated damages, or both, a sum equal
to the greater of the payments due for the remaining  term of this  Agreement or
three (3) times the average of the five preceding years' Base Salary,  including
bonuses and any other cash  compensation  paid to the  Executive  during each of
such years and, in addition,  the  Executive  shall be entitled to the amount of
any benefits  received  pursuant to any employee benefit plans maintained by the
Bank during such years;  provided however, that if the Bank is not in compliance
with its minimum capital requirements or if such payments would cause the Bank's
capital to be reduced  below its minimum  capital  requirements,  such  payments
shall be deferred until such time as the Bank is in capital  compliance.  At the
election of  Executive,  which  election is to be made on an annual basis during
the month of January,  and which election is  irrevocable  for the year in which
made and upon the occurrence of an event of  Termination,  such payment shall be
made in a lump sum or paid monthly  during the remaining  term of this Agreement
following  Executive's  termination.  In the  event  that no  election  is made,
payment to Executive  will be made on a monthly basis during the remaining  term
of this  Agreement.  Such payments  shall not be reduced in the event  Executive
obtains other employment following termination of employment.
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         (c) Upon the occurrence of an Event of Termination  the Bank will cause
to be continued  life,  medical,  dental and disability  coverage  substantially
identical  to the coverage  maintained  by the Bank for  Executive  prior to his
termination  for a period  of  twelve  (12)  months  following  the  Executive's
termination of  employment.  Provided,  however,  that in the event that (i) the
Executive  becomes  employed  by  another  employer  during  the term  that such
benefits are provided hereunder,  and (ii) the new employer provides benefits to
the  Executive  that are  substantially  the same or  superior  to the  benefits
provided  under this Section 4(c) and which cost to the Executive is equal to or
less  than the  cost of such  benefits  provided  by the  Bank,  and  (iii)  the
Executive if fully covered  under such benefit  programs  without  regard to any
pre-existing conditions which may exclude coverage, then the benefit or benefits
provided  under this  Section  4(c) that are also  provided by such new employer
shall be discontinued under the provisions of this Section.

         (d)  Notwithstanding  the foregoing,  there will be no reduction in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
Disability.  For these purposes,  temporary  Disability shall include Disability
for any period less than that required to receive  payment under the  applicable
long-term  disability  plan  maintained by the Bank, or if no such plan applies,
which would qualify  Executive for disability  benefits under the Federal Social
Security System.  At the Bank's  discretion,  the Executive shall be required to
provide a note from a physician which shall be deemed satisfactory proof of such
temporary Disability.

5.       CHANGE IN CONTROL

         (a) No benefit shall be payable under this Section 5 unless there shall
have been a Change in Control of the Bank or Company,  as set forth  below.  For
purposes of this  Agreement,  a "Change in Control" of the Bank or Company shall
mean an event of a nature that: (i) would be required to be reported in response
to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act');  or (ii)  results  in a Change in  Control  of the Bank or the
Company within the meaning of the Bank Holding  Company Act of 1956, as amended,
and applicable rules and regulations  promulgated thereunder as in effect at the
time of the Change in  Control  (collectively,  the  BHCA");  or (iii)  shall be
deemed to have occurred at such time as (a) any "Person" (as the term is used in
Sections  13(d) and 14(d) of the  Exchange  Act) is or becomes  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly, of securities of the Bank or the Company representing 25% or more of
the Bank's or the Company's outstanding  securities except for any securities of
the Bank purchased by the Company in connection  with the conversion of the Bank
to  stock  form  and any  securities  purchased  by the  Bank's  employee  stock
ownership   plan  and  trust;   or  (b)  a  plan  of   reorganization,   merger,
consolidation, or sale of all or substantially all the assets of the Bank or the
Company shall be agreed to and consummated;  or (c) a proxy statement soliciting
proxies  from  stockholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger  or  consolidation  of the  Company  or Bank or  similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to such plan or transaction  are
<PAGE>
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company shall be distributed  and irrevocable  proxies  representing
more than 25% of the voting  common stock of the Company or the Bank,  approving
such plan of reorganization,  merger or consolidation of the Company or Bank are
received and voted in favor of such transactions;  or (d) a tender offer is made
for  25% or more of the  outstanding  securities  of the  Bank  or  Company  and
shareholders  owning  beneficially  or of record 25% or more of the  outstanding
securities  of the Bank or Company have tendered or offered to sell their shares
pursuant to such tender offer and such tendered shares have been acquired by the
tender offeror.

         (b) If any of the events described in Section 5(a) hereof  constituting
a  Change  in  Control  have  occurred,   and  (i)  Executive's   employment  is
involuntarily  terminated or (ii) during the remaining  term of this  Agreement,
there occurs one of the events set forth in Section  4(a)(ii) of this Agreement,
then Executive shall be entitled to the benefits provided in paragraphs Sections
5(c), 5(d),  5(e), 5(f), and 5(g) upon his subsequent  termination of employment
at any time  during  the term of this  Agreement  (regardless  of  whether  such
termination results from (i) his resignation or (ii) his dismissal), unless such
termination  is  because  of his  death,  Retirement,  Termination  for Cause or
Disability.

         (c)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's  termination of employment,  the Bank shall pay Executive, or in the
event of his subsequent death, his beneficiary or beneficiaries,  or his estate,
as the case may be, as severance pay or liquidated damages, or both, a sum equal
to the greater of the payments due for the remaining  term of this  Agreement or
2.99 times the  average of the five  preceding  years'  Base  Salary,  including
bonuses and any other cash compensation paid to the Executive during such years.
At the  election  of the  Executive,  which  election is to be made on an annual
basis during the month of January,  and which  election is  irrevocable  for the
year in which made and upon the occurrence of a Change in Control,  such payment
may be made in a lump  sum or paid in  equal  monthly  installments  during  the
thirty-six (36) months following the Executive's termination.  In the event that
no election is made, payment to Executive will be made on a monthly basis during
the remaining term of the Agreement.

         (d)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's termination of employment, the Bank will cause to be continued life,
medical,  dental and disability coverage substantially identical to the coverage
maintained  by the Bank for  Executive  prior to his  severance  for a period of
eighteen  (18)  months;  provided,  however,  that  in the  event  that  (i) the
Executive  becomes  employed  by  another  employer  during  the term  that such
benefits are provided hereunder,  and (ii) the new employer provides benefits to
the  Executive  that are  substantially  the same or  superior  to the  benefits
provided  under this Section 5(d) and which cost to the Executive is equal to or
less  than the  cost of such  benefits  provided  by the  Bank,  and  (iii)  the
Executive if fully covered  under such benefit  programs  without  regard to any
pre-existing conditions which may exclude coverage, then the benefit or benefits
provided  under this  Section  5(d) that are also  provided by such new employer
shall be discontinued under the provisions of this Section.
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         (e) Notwithstanding the preceding  paragraphs of this Section 5, in the
event that:

                  (i)      the  aggregate  payments  or  benefits  to be made or
                           afforded  to  Executive  under said  paragraphs  (the
                           "Termination Benefits") would be deemed to include an
                           "excess parachute  payment" under Section 280G of the
                           Code or any successor thereto, and

                  (ii)     if  such  Termination  Benefits  were  reduced  to an
                           amount (the  "Non-Triggering  Amount"),  the value of
                           which is one dollar ($1.00) less than an amount equal
                           to the total  amount of  payments  permissible  under
                           Section 280G of the Code or any successor thereto.

                  then the Termination Benefits to be paid to Executive shall be
                  so reduced so as to be a Non-Triggering Amount.

         (f)  Notwithstanding  the foregoing,  there will be no reduction in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
Disability.  For these purposes,  temporary  Disability shall include Disability
for any period less than that required to receive  payment under the  applicable
long-term  disability  plan  maintained by the Bank, or if no such plan applies,
which would qualify  Executive for disability  benefits under the Federal Social
Security System.  At the Bank's  discretion,  the Executive shall be required to
provide a note from a physician which shall be deemed satisfactory proof of such
temporary Disability.

         (g)  Notwithstanding  the  foregoing,   if  after  the  application  of
subparagraph  (g) above, it is determined that the Executive  received an excess
parachute payment despite the reduction in the Executive's Termination Benefits,
the excess of such  Termination  Benefits paid to the Executive  over 2.99 times
the Executive's "base amount",  as defined in Section 280G of the Code, shall be
treated as a loan to the Executive and the Executive  shall be required to repay
such amount to the Bank, or the  successor of the Bank,  within two years of the
date of such  determination,  with interest at the prime rate, as set forth from
time to time in The Wall Street Journal.

         (h)  Executive  shall not be entitled to any payments  pursuant to this
Section 5 if the Bank is not in compliance with its minimum capital requirements
or if such  payments  would  cause the Bank's  capital  to be reduced  below its
minimum  capital  requirements.  In such event,  such payments shall be deferred
until such times as the Bank is in capital compliance.

6.       TERMINATION UPON RETIREMENT, DISABILITY OR DEATH

         Termination by the Bank of Executive based on  "Retirement"  shall mean
termination  in accordance  with the Bank's  retirement  policy or in accordance
with any  retirement  arrangement  established  with  Executive's  consent  with
respect to him. Upon termination of Executive upon  Retirement,  Executive shall
be  entitled to all  benefits  under any  retirement  plan of the Bank and other
employee or executive  benefit plans to which  Executive is a party and in which
Executive has a benefit which is vested or which vests upon Retirement.
<PAGE>
         Termination by the Bank of Executive's employment based on "Disability"
shall  mean  termination  because of any  physical  or mental  impairment  which
qualifies  Executive for  disability  benefits  under the  applicable  long-term
disability plan maintained by the Bank or, if no such plan applies,  which would
qualify  Executive for disability  benefits  under the federal  social  security
system.  In the event  Executive  is unable to  perform  his  duties  under this
Agreement  on a full-time  basis for a period of six (6)  consecutive  months by
reason of Disability,  the Bank may terminate this Agreement,  provided that the
Bank shall continue to be obligated to pay Executive his Base Salary,  including
bonuses and any other cash compensation paid to Executive during such period for
the remaining term of this Agreement,  or one (1) year,  whichever is the longer
period of time, and provided further that any amounts actually paid to Executive
pursuant to any  disability  insurance or other  similar such program  which the
Bank has  provided or may provide on behalf of its  employees or pursuant to any
workman's or social security disability program shall reduce the compensation to
be paid to Executive pursuant to this paragraph.

         In the event of  Executive's  death during the term of this  Agreement,
his  estate,  legal  representatives  or named  beneficiaries  (as  directed  by
Executive  in  writing)  shall be paid  Executive's  Base  Salary at the rate in
effect  at the time of  Executive's  death for a period of one (1) year from the
date of  Executive's  death,  and the Bank will  continue  to  provide  medical,
dental,  family and other benefits normally provided for Executive's  family for
one (1) year after Executive's death.

7.        TERMINATION FOR CAUSE

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations, regulations that do not adversely affect the Bank, or its employees,
or similar offenses) or final cease-and-desist  order, or material breach of any
provision of this Agreement. In determining incompetence,  the acts or omissions
shall  be  measured  against  standards  generally  prevailing  in  the  savings
institutions  industry. For purposes of this Section 7, no act or failure to act
on the part of Executive shall be considered  "willful"  unless done, or omitted
to be done, by Executive  not in good faith and without rea sonable  belief that
Executive's   action  or  omission  was  in  the  best  interest  of  the  Bank.
Notwithstanding  the  foregoing,  Executive  shall  not be  deemed  to have been
Terminated  for Cause unless and until there shall have been  delivered to him a
copy of a  resolution  duly  adopted  by the  affirmative  vote of not less than
three-fourths  of the members of the Board at a meeting of the Board  called and
held for that purpose (after reasonable notice, in writing,  to Executive and an
opportunity  for him,  together  with  counsel,  to be heard  before the Board),
finding  that in the good faith  opinion of the Board,  Executive  was guilty of
conduct justifying  Termination for Cause and specifying the particulars thereof
in detail.  Executive shall not have the right to receive  compensation or other
benefits for any period after  Termination for Cause.  Any stock options granted
to  Executive  under  any stock  option  plan of the Bank,  the  Company  or any
subsidiary or affiliate  thereof,  shall not be exercisable from the date of the
written  notice to  Executive  set forth  above,  unless and until the matter is
successfully  resolved in Executive's favor, and such stock options shall become
entirely null and void effective upon a determination  in arbitration that there
was Termination for Cause.
<PAGE>
8.       NOTICE

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of Termination"  shall mean (A) if Executive's  employment is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given (provided that he shall not have returned to the performance of his duties
on a  full-time  basis  during  such  thirty  (30) day  period),  and (B) if his
employment is terminated for any other reason,  the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).

         (c) If, within thirty (30) days after any Notice of Termination  due to
a Termination for Cause is given, the Executive notifies the Bank that a dispute
exists concerning the termination,  the Date of Termination shall be the date on
which the dispute is finally  determined,  either by mutual written agreement of
the parties or by a binding  arbitration  award,  and provided  further that the
Date of Termination shall be extended by a notice of dispute only if such notice
is given in good faith and the party giving such notice  pursues the  resolution
of such dispute with reasonable diligence.  No compensation or benefits shall be
paid to Executive  during the pendency of any such  dispute.  In the event it is
determined by  arbitration  that "cause" for  termination  did not exist or such
dispute is otherwise decided in Executive's  favor,  Executive shall be entitled
to receive  all  compensation  and  benefits  which  should have been paid under
either  Section 4 or 5, with  interest  at the prime rate on such cash  payments
that should have been made during such period.

9.       POST-TERMINATION OBLIGATIONS

         (a) All payments and benefits to Executive  under this Agreement  shall
be subject to Executive's  compliance  with Section 9(b) during the term of this
Agreement and for one (1) full year after the expiration or termination hereof.

         (b) Executive shall, upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.
<PAGE>
10.      NON-COMPETITION

         (a) Upon any  termination  of  Executive's  employment  hereunder  as a
result of which the Bank is paying Executive benefits under Section 4, Executive
agrees not to compete with the Bank for a period of one (1) year  following such
termination  in any city,  town or county in which the Bank has an office or has
filed an application for regulatory approval to establish an office,  determined
as of the effective date of such termination,  except as agreed to pursuant to a
resolution duly adopted by the Board.  Executive  agrees that during such period
and within said  cities,  towns and  counties,  Executive  shall not work for or
advise,  consult or otherwise  serve with,  directly or  indirectly,  any entity
whose  business  materially  competes  with  the  depository,  lending  or other
business   activities  of  the  Bank.  The  parties  hereto,   recognizing  that
irreparable  injury will result to the Bank,  its  business  and property in the
event of Executive's breach of this Section 10(a) agree that in the event of any
such breach by  Executive,  the Bank will be entitled,  in addition to any other
remedies and damages  available,  to an  injunction  to restrain  the  violation
hereof  by  Executive,   Executive's  partners,  agents,  servants,   employers,
employees and all persons acting for or with Executive. Executive represents and
admits that Executive's  experience and capabilities are such that Executive can
obtain  employment  in a business  engaged in other lines  and/or of a different
nature than the Bank, and that the  enforcement of a remedy by way of injunction
will not prevent  Executive  from earning a livelihood.  Nothing  herein will be
construed as prohibiting the Bank from pursuing any other remedies  available to
the Bank for such breach or threatened breach, including the recovery of damages
from Executive.

         (b) Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Executive will not, during or after the term
of his  employment,  disclose  any  knowledge of the past,  present,  planned or
considered  business activities of the Bank or affiliates thereof to any person,
firm, corporation,  or other entity for any reason or purpose whatsoever (except
for such disclosure as may be required to be provided to the Securities Exchange
Commission, the Federal Deposit Insurance Corporation, or other federal or state
banking  agency with  jurisdiction  over the Bank,  the  Company or  Executive).
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively  derived from the business  plans and  activities  of the Bank,  and
Executive  may disclose any  information  regarding  the Bank which is otherwise
publicly  available.  In the event of a breach or threatened breach by Executive
of this  Section  10, the Bank will be  entitled  to an  injunction  restraining
Executive  from  disclosing,  in whole or in part,  the  knowledge  of the past,
present,  planned or  considered  business  activities of the Bank or affiliates
thereof, or from rendering any services to any person, firm, corporation,  other
entity to whom such  knowledge,  in whole or in part,  has been  disclosed or is
threatened to be disclosed.  Nothing herein will be construed as prohibiting the
Bank from pursuing any other  remedies  available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive.

11.      SOURCE OF PAYMENTS

         All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank.
<PAGE>
12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

13.      NO ATTACHMENT

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

14.      MODIFICATION AND WAIVER

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15.      REQUIRED PROVISIONS

         (a) The Bank's Board of Directors may terminate Executive's  employment
at any time, but any  termination  by the Bank's Board of Directors,  other than
Termination for Cause, shall not prejudice  Executive's right to compensation or
other  benefits  under  this  Agreement.  Executive  shall not have the right to
receive  compensation  or other  benefits for any period after  Termination  for
Cause.

         (b) If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) (12 U.S.C. ss.ss. 1818(e)(3)) or 8(g) (12 U.S.C. ss. 1818(g)) of
the Federal Deposit  Insurance Act, the Bank's  obligations  under this contract
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the  charges in the notice are  dismissed,  the Bank may in its
discretion  (i) pay Executive  all or part of the  compensation  withheld  while
their  contract  obligations  were  suspended and (ii) reinstate (in whole or in
part) any of the obligations which were suspended.
<PAGE>
         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e) (12 U.S.C.  ss.ss.  1818(e)) or 8(g) (12 U.S.C. ss. 1818(g)) of the
Federal  Deposit  Insurance Act, all obligations of the Bank under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. ss.
1813(x)(1)) of the Federal  Deposit  Insurance Act, all  obligations of the Bank
under  this  contract  shall  terminate  as of the  date of  default,  but  this
paragraph shall not affect any vested rights of the contracting parties.

         (e)  All   obligations  of  the  Bank  under  this  contract  shall  be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution, by the Federal Deposit
Insurance  Corporation ("FDIC") at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Bank under the authority  contained in
Section 13(c) (12 U.S.C.  ss.1823(c)) of the Federal  Deposit  Insurance Act, or
when the Bank is determined by the FDIC to be in an unsafe or unsound condition.
Any  rights of the  parties  that have  already  vested,  however,  shall not be
affected by such action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

16.      SEVERABILITY

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

17.      HEADINGS FOR REFERENCE ONLY

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.


18.      GOVERNING LAW

         This  Agreement  shall be governed by the laws of the State of Illinois
but only to the extent not superseded by federal law.

19.      ARBITRATION

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three arbitrators sitting in a location selected by the employee within fifty
(50) miles from the location of the Bank,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
the  compensation  provided  under  Sections  3(a)  and 3(b)  until  the Date of
Termination  during the pendency of any dispute or controversy  arising under or
in connection with this Agreement.
<PAGE>
20.      PAYMENT OF LEGAL FEES

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or  reimbursed  by the Bank  and/or the  Company,  provided  that the dispute or
interpretation  has been settled by Executive and the Bank and/or the Company or
resolved in Executive's favor.

21.      INDEMNIFICATION

         The Bank shall provide  Executive  (including his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability  insurance policy at its expense,  and shall indemnify  Executive (and
his heirs,  executors and  administrators) to the fullest extent permitted under
federal and state law against all expenses and liabilities  reasonably  incurred
by him in  connection  with or arising out of any action,  suit or proceeding in
which he may be  involved  by reason of his having been a director or officer of
the Bank (whether or not he continues to be a director or officer at the time of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable  settlements  (such  settlements  must be approved by the
Board of Directors of the Bank).  If such action,  suit or proceeding is brought
against  Executive  in his  capacity  as an  officer  or  director  of the Bank,
however,  such indemnification shall not extend to matters as to which Executive
is finally  adjudged to be liable for willful  misconduct in the  performance of
his  duties.  No  indemnification  shall be paid that  would  violate  12 U.S.C.
Section 1828(K) or any regulations promulgated thereunder.

22.      SUCCESSOR TO THE BANK

         The Bank shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.
<PAGE>

                                   SIGNATURES


         IN WITNESS  WHEREOF,  the Bank has caused this Agreement to be executed
and its  seal to be  affixed  hereunto  by its  duly  authorized  officers,  and
Executive has signed this Agreement, on the day and date first above written.



ATTEST:                                              CHARTER BANK, S.B.


                                                     /s/John A. Becker
                                                     -----------------
Secretary                                            John A. Becker, President


WITNESS:                                             EXECUTIVE: