<PAGE>

                                                                  EXHIBIT 10.1
                                      AGREEMENT

    AGREEMENT, dated this 3rd day of June 1996, between First Federal 
Financial Bancorp, Inc. (the "Corporation"), a Delaware corporation, First 
Federal Savings Bank of Ironton (the "Savings Bank"), a federally-chartered 
stock savings bank and I. VINCENT RICE (the "Executive").

                                      WITNESSETH

    WHEREAS, the Executive is presently an officer of the Corporation and the 
Savings Bank (together, the "Employers"); and

    WHEREAS, the Employers desire to be ensured of the Executive's continued 
active participation in the business of the Employers; and

    WHEREAS, in order to induce the Executive to remain in the employ of the 
Employers and in consideration of the Executive's agreeing to remain in the 
employ of the Employers, the parties desire to specify the severance benefits 
which shall be due the Executive in the event that his employment with the 
Employers is terminated under specified circumstances;

    NOW THEREFORE, in consideration of the premises and the mutual agreements 
herein contained, the parties hereby agree as follows:

    1.   DEFINITIONS.  The following words and terms shall have the meanings 
set forth below for the purposes of this Agreement:

    (a)  BASE SALARY.  "Base Salary" shall have the meaning set forth in 
Section 3(a) hereof.

    (b)  CAUSE. Termination of the Executive's employment for "Cause" shall 
mean termination because of personal dishonesty, incompetence, willful 
misconduct, 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 or similar offenses) or final 
cease-and-desist order or material breach of any provision of this Agreement. 
All such determinations pursuant to this Section 1(b) shall be made in the 
sole and complete discretion of the Board of Directors, which determinations 
shall be final and conclusive.

    (c)  CHANGE IN CONTROL OF THE CORPORATION.  "Change in Control of the 
Corporation" shall mean a change in control of a nature that would be 
required to be reported in response to Item 6(e) of Schedule 14A of 
Regulation 14A promulgated under the Securities Exchange Act of 1934, as 
amended ("Exchange Act"), or any successor thereto,

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                                      2

whether or not the Corporation is registered under Exchange Act; provided 
that, without limitation, such a change in control shall be deemed to have 
occurred if (i) any "person" (as such 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 Corporation representing 25% or more of the combined voting power of 
the Corporation's then outstanding securities; or (ii) during any period of 
two consecutive years, individuals who at the beginning of such period 
constitute the Board of Directors of the Corporation cease for any reason to 
constitute at least a majority thereof unless the election, or the nomination 
for election by stockholders, of each new director was approved by a vote of 
at least two-thirds of the directors then still in office who were directors 
at the beginning of the period.

    (d)  CODE.  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

    (e)  DATE OF TERMINATION.  "Date of Termination" shall mean (i) if the 
Executive's employment is terminated for Cause or for Disability, the date 
specified in the Notice of Termination, and (ii) if the Executive's 
employment is terminated for any other reason, the date on which a Notice of 
Termination is given or as specified in such Notice.

    (f)  DISABILITY.  Termination by the Employers of the Executive's 
employment based on "Disability" shall mean termination because of any 
physical or mental impairment which qualifies the Executive for disability 
benefits under the applicable long-term disability plan maintained by the 
Employers or any subsidiary or, if no such plan applies, which would qualify 
the Executive for disability benefits under the Federal Social Security 
System.

    (g)  GOOD REASON.  Termination by the Executive of the Executive's 
employment for "Good Reason" shall mean termination by the Executive 
following a Change in Control of the Corporation based on:

         (i)  Without the Executive's express written consent, a material
              reduction by the Employers in the Executive's Base Salary as the
              same may be increased from time to time or, except to the extent
              permitted by Section 3(b) hereof, a material reduction in the
              package of fringe benefits provided to the Executive, taken as a
              whole;

         (ii) The principal executive office of the Employers is relocated more
              than 30 miles from the location of the Employers' current
              principal executive office, or, without the Executive's express
              written consent, the Employers require the Executive to be based
              more than 30 miles from the location of the Employers' current
              principal executive office, except for required travel on
              business of the Employers to an extent
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                                       3

              substantially consistent with the Executive's present business 
              travel obligations;

       (iii)  Any purported termination of the Executive's employment for
              Cause, Disability or Retirement which is not effected
              pursuant to a Notice of Termination satisfying the
              requirements of paragraph (i) below;

       (iv)   The failure by the Employers to elect or to re-elect or to
              appoint or to re-appoint the Executive to the office of President
              of the Employers or a material adverse change made by the
              Employers in the Executive's functions, duties or
              responsibilities as President of the Employers without the
              Executive's express written consent; or

         (v)  The failure by the Employers to obtain the assumption of and
              agreement to perform this Agreement by any successor as
              contemplated in Section 9 hereof.

     (h)  IRS.  IRS shall mean the Internal Revenue Service.

     (i)  NOTICE OF TERMINATION.  Any purported termination of the 
Executive's employment by the Employers for any reason, including without 
limitation for Cause, Disability or Retirement, or by the Executive for any 
reason, including without limitation for Good Reason, shall be communicated 
by written "Notice of Termination" to the other party hereto.  For purposes 
of this Agreement, a "Notice of Termination" shall mean a dated notice which 
(i) indicates the specific termination provision in this Agreement relied 
upon, (ii) sets forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of Executive's employment under 
the provision so indicated, (iii) specifies a Date of Termination, which 
shall be not less than thirty (30) nor more than ninety (90) days after such 
Notice of Termination is given, except in the case of the Employers 
termination of Executive's employment for Cause, which shall be effective 
immediately; and (iv) is given in the manner specified in Section 10 hereof.

     (j)  RETIREMENT.  Termination by the Employers of the Executive's 
employment based on "Retirement" shall mean voluntary termination by the 
Executive in accordance with the Employers' retirement policies, including 
early retirement, generally applicable to their salaried employees.

     2.   TERM OF EMPLOYMENT.

     (a)  The Employers hereby employ the Executive as President and 
Executive hereby accepts said employment and agrees to render such services 
to the Employers on the terms and conditions set forth in this Agreement.  
The term of employment under this

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Agreement shall be for three years, commencing on the date of this Agreement 
and, upon approval of the Board of Directors of the Employers, shall extend 
for an additional year on each annual anniversary of the date of this 
Agreement such that at any time the remaining term of this Agreement shall be 
from two to three years.  Prior to the first annual anniversary of the date 
of this Agreement and each annual anniversary thereafter, the Board of 
Directors of the Employers shall consider and review (with appropriate 
corporate documentation thereof, and after taking into account all relevant 
factors, including the Executive's performance hereunder) extension of the 
term under this Agreement, and the term shall continue to extend each year if 
the Board of Directors approves such extension unless the Executive gives 
written notice to the Employers of the Executive's election not to extend the 
term, with such written notice to be given not less than thirty (30) days 
prior to any such anniversary date. References herein to the term of this 
Agreement shall refer both to the initial term and successive terms.

     (b)  During the term of this Agreement, the Executive shall perform such 
executive services for the Employers as may be consistent with his titles and 
from time to time assigned to him by the Employers' Board of Directors.

     3.   COMPENSATION AND BENEFITS.

     (a)  The Employers shall compensate and pay Executive for his services 
during the term of this Agreement at a minimum salary of $47,500 per year, 
which may be increased from time to time in such amounts as may be determined 
by the Board of Directors of the Employers and, except in connection with a 
company-wide general reduction in salaries as a result of general economic 
conditions, may not be decreased without the Executive's express written 
consent (hereinafter, referred to as Executive's "Base Salary").  In 
addition, the Executive may also receive bonus payments when, as, and if 
determined in the sole discretion of the Board of Directors of the Employers. 

     (b)  During the term of the Agreement, Executive shall be entitled to 
participate in and receive the benefits of any pension or other retirement 
benefit plan, profit sharing, stock option, employee stock ownership, or 
other plans, benefits and privileges given to employees and executives of the 
Employers, to the extent commensurate with his then duties and 
responsibilities, as fixed by the Board of Directors of the Employers.  The 
Employers shall not make any changes in such plans, benefits or privileges 
which would adversely affect Executive's rights or benefits thereunder, 
unless such change occurs pursuant to a program applicable to all executive 
officers of the Employers and does not result in a proportionately greater 
adverse change in the rights of or benefits to Executive as compared with any 
other executive officer of the Employers.  Nothing paid to Executive under 
any plan or arrangement presently in effect or made available in the future 
shall be deemed to be in lieu of the salary payable to Executive pursuant to 
Section 3(a) hereof.

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     (c)  During the term of this Agreement, Executive shall be entitled to 
paid annual vacation in accordance with the policies as established from time 
to time by the Board of Directors of the Employers, which shall in no event 
be less than four weeks per annum.  Executive shall not be entitled to 
receive any additional compensation from the Employers for failure to take a 
vacation, nor shall Executive be able to accumulate unused vacation time from 
one year to the next, except to the extent authorized by the Board of 
Directors of the Employers.

     (d)  In the event of termination by the Employers of the Executive's 
employment because of Disability, the Employers shall provide continued 
medical insurance in the Employers' health plan for the benefit of the 
Executive and his spouse until the Executive shall have attained the age of 
65, and such insurance shall be comparable to that which is provided to the 
Executive as of the date of this Agreement notwithstanding anything to the 
contrary in this Agreement.  In the event of the Executive's death before he 
attains the age of 65, the Employers shall provide the Executive's spouse 
said medical insurance for two years from the date of the Executive's death.

     (e)  In the event of the Executive's death during the term of this 
Agreement, the Executive's spouse, estate, legal representative or named 
beneficiaries (as directed by the Executive in writing) shall be paid on a 
monthly basis the greater of (i) the death benefits which may be available 
under one or more policies of the Employers or (ii) the Executive's annual 
compensation from the Employers at the rate in effect at the time of the 
Executive's death for a period of twelve (12) months from the date of the 
Executive's death.

     (f)  The Executive's compensation, benefits and expenses which are 
required to be provided under this Agreement shall be paid by the Corporation 
and the Savings Bank in the same proportion as the time and services actually 
expended by the Executive on behalf of each respective Employer.

     4.   EXPENSES.  The Employers shall reimburse Executive or otherwise 
provide for or pay for all reasonable expenses incurred by Executive in 
furtherance of, or in connection with the business of the Employers, 
including, but not by way of limitation, traveling expenses, subject to such 
reasonable documentation and other limitations as may be established by the 
Board of Directors of the Employers.  If such expenses are paid in the first 
instance by Executive, the Employers shall reimburse the Executive therefor.

     5.   TERMINATION.

     (a)  The Employers shall have the right, at any time upon prior Notice 
of Termination, to terminate the Executive's employment hereunder for any 
reason, including without limitation termination for Cause, Disability or 
Retirement, and Executive shall have

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                                       6

the right, upon prior Notice of Termination, to terminate his employment 
hereunder for any reason.

     (b)  In the event that (i) Executive's employment is terminated by the
Employers for Cause, Disability or Retirement or in the event of the Executive's
death, or (ii) Executive terminates his employment hereunder other than for Good
Reason, Executive shall have no right pursuant to this Agreement to compensation
or other benefits for any period after the applicable Date of Termination, other
than as set forth in subsections 3(d) and 3(e) hereinabove.

     (c)  In the event that (i) Executive's employment is terminated by the
Employers for other than Cause, Disability, Retirement or the Executive's death,
or (ii) such employment is terminated by the Executive (a) due to a material
breach of this Agreement by the Employers, which breach has not been cured
within fifteen (15) days after a written notice of non-compliance has been given
by the Executive to the Employers, or (b) for Good Reason, then the Employers
shall:

          (A)  pay to the Executive, in thirty-six (36) equal monthly
     installments beginning with the first business day of the month following
     the Date of Termination, a cash severance amount equal to three (3) times
     the Executive's Base Salary, and

          (B)  maintain and provide for a period ending at the earlier of (i)
     the expiration of the remaining term of employment pursuant hereto prior to
     the Notice of Termination or (ii) the date of the Executive's full-time
     employment by another employer (provided that the Executive is entitled
     under the terms of such employment to benefits substantially similar to
     those described in this subparagraph (B)), at no additional cost to the
     Executive beyond that which the Executive is responsible for prior to the
     Date of Termination, the Executive's continued participation in all group
     insurance, life insurance, health and accident, disability and other
     employee benefit plans, programs and arrangements in which the Executive
     was entitled to participate immediately prior to the Date of Termination
     (other than stock option and restricted stock plans of the Employers),
     provided that in the event that the Executive's participation in any plan,
     program or arrangement as provided in this subparagraph (B) is barred, or
     during such period any such plan, program or arrangement is discontinued or
     the benefits thereunder are materially reduced, the Employers shall arrange
     to provide the Executive with benefits substantially similar to those which
     the Executive was entitled to receive under such plans, programs and
     arrangements immediately prior to the Date of Termination.

     6.   LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES.  If the payments
and benefits pursuant to Section 5 hereof, either alone or together with other
payments and benefits which Executive has the right to receive from the
Employers, would constitute a

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                                       7

"parachute payment" under Section 280G of the Code, the payments and benefits 
pursuant to Section 5 hereof shall be reduced, in the manner determined by 
the Executive, by the amount, if any, which is the minimum necessary to 
result in no portion of the payments and benefits under Section 5 being 
non-deductible to the Employers pursuant to Section 280G of the Code and 
subject to the excise tax imposed under Section 4999 of the Code.  The 
determination of any reduction in the payments and benefits to be made 
pursuant to Section 5 shall be based upon the opinion of independent tax 
counsel selected by the Employers' independent public accountants and paid by 
the Employers. Such counsel shall be reasonably acceptable to the Employers 
and the Executive; shall promptly prepare the foregoing opinion, but in no 
event later than thirty (30) days from the Date of Termination; and may use 
such actuaries as such counsel deems necessary or advisable for the purpose.  
In the event that the Employers and/or the Executive do not agree with the 
opinion of such counsel, (i) the Employers shall pay to the Executive the 
maximum amount of payments and benefits pursuant to Section 5, as selected by 
the Executive, which such opinion indicates that there is a high probability 
do not result in any of such payments and benefits being non-deductible to 
the Employers and subject to the imposition of the excise tax imposed under 
Section 4999 of the Code and (ii) the Employers may request, and Executive 
shall have the right to demand that the Employers request, a ruling from the 
IRS as to whether the disputed payments and benefits pursuant to Section 5 
hereof have such consequences.  Any such request for a ruling from the IRS 
shall be promptly prepared and filed by the Employers, but in no event later 
than thirty (30) days from the date of the opinion of counsel referred to 
above, and shall be subject to Executive's approval prior to filing, which 
shall not be unreasonably withheld.  The Employers and Executive agree to be 
bound by any ruling received from the IRS and to make appropriate payments to 
each other to reflect any such rulings, together with interest at the 
applicable federal rate provided for in Section 7872(f)(2) of the Code.  
Nothing contained herein shall result in a reduction of any payments or 
benefits to which the Executive may be entitled upon termination of 
employment under any circumstances other than as specified in this Section 6, 
or a reduction in the payments and benefits specified in Section 5 below zero.

     7.   MITIGATION; EXCLUSIVITY OF BENEFITS.

     (a)  In the event that the Employers are required to make payments to 
the Executive pursuant to Section 5 hereof in connection with a termination 
of Executive's employment for other than Good Reason, the cash severance 
amount required to be paid by the Employers shall be reduced during each year 
that such payments are required to be made by 50% of any payments made to the 
Executive by any other employer.  In all other circumstances, the Executive 
shall not be required to mitigate the amount of any benefits hereunder by 
seeking other employment or otherwise, nor shall the amount of any such 
benefits be reduced by any compensation earned by the Executive as a result 
of employment by another employer after the Date of Termination or otherwise.

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                                       8

     (b)  The specific arrangements referred to herein are not intended to
exclude any other benefits which may be available to the Executive upon a
termination of employment with the Employers pursuant to employee benefit plans
of the Employers or otherwise.

     8.   WITHHOLDING.  All payments required to be made by the Employers
hereunder to the Executive shall be subject to the withholding of such amounts,
if any, relating to tax and other payroll deductions as the Employers may
reasonably determine should be withheld pursuant to any applicable law or
regulation.

     9.   ASSIGNABILITY.  The Employers may assign this Agreement and their
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the Employers may hereafter merge or
consolidate or to which the Employers may transfer all or substantially all of
their assets, if in any such case said corporation, bank or other entity shall
by operation of law or expressly in writing assume all obligations of the
Employers hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or their rights and obligations
hereunder.  The Executive may not assign or transfer this Agreement or any
rights or obligations hereunder.

     10.  NOTICE.  For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:

     To the Employers:   Secretary
                         First Federal Financial Bancorp, Inc.
                         First Federal Savings Bank of Ironton
                         415 Center Street
                         Ironton, Ohio  45638

     To the Executive:   I. Vincent Rice
                         337 Township Road 111
                         Ironton, Ohio  45638

     11.  AMENDMENT; WAIVER.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the Employers to sign on
their behalf.  No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

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                                       9

     12.  GOVERNING LAW.  The validity, interpretation, construction and 
performance of this Agreement shall be governed by the laws of the United 
States where applicable and otherwise by the substantive laws of the State of 
Ohio.

     13.  NATURE OF OBLIGATIONS.  Nothing contained herein shall create or 
xrequire the Employers to create a trust of any kind to fund any benefits 
which may be payable hereunder, and to the extent that the Executive acquires 
a right to receive benefits from the Employers hereunder, such right shall be 
no greater than the right of any unsecured general creditor of the Employers.

     14.  HEADINGS.  The section headings contained in this Agreement are for 
reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

     15.  VALIDITY.  The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of any other 
provisions of this Agreement, which shall remain in full force and effect.

     16.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed to be an original but all of 
which together will constitute one and the same instrument.

     17.  REGULATORY PROHIBITION.  Notwithstanding any other provision of 
this Agreement to the contrary, any payments made to the Executive pursuant 
to this Agreement, or otherwise, are subject to and conditioned upon their 
compliance with Section 18(k) of the FDIA (12 U.S.C. Section 1828(k)) and any 
regulations promulgated thereunder.

     The following provisions shall be applicable to the parties to the 
extent that they are required to be included in employment agreements between 
a savings association and its employees pursuant to Section 563.39(b) of the 
Regulations Applicable to all Savings Associations, 12 C.F.R. Section 
563.39(b), or any successor thereto, and shall be controlling in the event of 
a conflict with any other provision of this Agreement, including without 
limitation Section 5 hereof.

     (a)  If Executive is suspended from office and/or temporarily prohibited 
from participating in the conduct of the Employers' affairs pursuant to 
notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit 
Insurance Act ("FDIA")(12 U.S.C. Sections 1818(e)(3) and 1818(g)(1)), the 
Employers' obligations under this Agreement shall be suspended as of the date 
of service, unless stayed by appropriate proceedings.  If the charges in the 
notice are dismissed, the Employers may, in their discretion:  (i) pay 
Executive all or part of the compensation withheld while its obligations 
under this Agreement were

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                                      10

suspended, and (ii) reinstate (in whole or in part) any of its obligations 
which were suspended.

     (b)  If Executive is removed from office and/or permanently prohibited 
from participating in the conduct of the Employers' affairs by an order 
issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. 
Sections 1818(e)(4) and (g)(1)), all obligations of the Employers under this 
Agreement shall terminate as of the effective date of the order, but vested 
rights of the Executive and the Employers as of the date of termination shall 
not be affected.

     (c)  If the Savings Bank is in default, as defined in Section 3(x)(1) of 
the FDIA (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement 
shall terminate as of the date of default, but vested rights of the Executive 
and the Employers as of the date of termination shall not be affected.

     (d)  All obligations under this Agreement shall be terminated pursuant 
to 12 C.F.R. Section 563.39(b)(5) (except to the extent that it is determined 
that continuation of the Agreement for the continued operation of the 
Employers is necessary): (i) by the Director of the Office of Thrift 
Supervision ("OTS"), or his/her designee, at the time the Federal Deposit 
Insurance Corporation ("FDIC") or Resolution Trust Corporation enters into an 
agreement to provide assistance to or on behalf of the Savings Bank under the 
authority contained in Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)); 
or (ii) by the Director of the OTS, or his/her designee, at the time the 
Director or his/her designee approves a supervisory merger to resolve 
problems related to operation of the Savings Bank or when the Savings Bank is 
determined by the Director of the OTS to be in an unsafe or unsound 
condition, but vested rights of the Executive and the Employers as of the 
date of termination shall not be affected. 

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                                      11

     IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.

Attest:                                 FIRST FEDERAL FINANCIAL BANCORP, INC.



/s/ Edith M. Daniels                    By:  /s/ Thomas D. Phillips       
----------------------------                 ---------------------------------
Edith M. Daniels, Secretary                  Thomas D. Phillips
                                             Chairman



Attest:                                 FIRST FEDERAL SAVINGS BANK
                                        OF IRONTON



/s/ Edith M. Daniels                    By:  /s/ Thomas D. Phillips   
----------------------------                 ---------------------------------
Edith M. Daniels, Secretary                  Thomas D. Phillips
                                             Chairman



                                        EXECUTIVE


                                        By:  /s/ I. Vincent Rice 
                                             ---------------------------------
                                             I. Vincent Rice