EXHIBIT 10.2
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                      CHANGE IN CONTROL SEVERANCE AGREEMENT
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         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 11th day of  February,  1997  ("Effective  Date"),  by and between  Guthrie
Savings, Inc. (the "Company") and H. Stephen Ochs (the "Employee").

         WHEREAS,  the  Employee is  currently an officer and an employee of the
Company and its subsidiary,  Guthrie Federal Savings Bank ("Subsidiary") as Vice
President  and is  experienced  in all phases of the business of the Company and
the Subsidiary; and

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities  of the Company and  Employee if the Company  should  undergo a
Change in Control (as defined  hereinafter in the Agreement) after the Effective
Date.

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee is employed in the  capacity as the Vice
President  of the Company and the  Subsidiary.  The  Employee  shall render such
administrative and management  services to the Company and the Subsidiary as are
currently  rendered and as are  customarily  performed by persons  situated in a
similar  executive  capacity.  The Employee's  other duties shall be such as the
Board of  Directors  for the Company (the "Board of  Directors"  or "Board") may
from time to time reasonably  direct,  including  normal duties as an officer of
the Company and the Subsidiary.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
period  commencing  on the  Effective  Date and ending  thirty-six  (36)  months
thereafter.  Additionally,  on or before each annual  anniversary  date from the
Effective Date, the term of this Agreement may be extended for an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the term of such
Agreement shall be extended.

         3.       Termination of Employment in Connection with or
                  Subsequent to a Change in Control.

         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's employment during the term of this
Agreement  following any Change in Control of the Company or Subsidiary,  absent
Just Cause,  Employee shall be paid an amount equal to the product of 2.00 times
the Employee's cash  compensation  received during the twelve month period prior
to  termination  of employment in accordance  with Section 3 of this  Agreement.
Said sum shall be paid,  at the option of  Employee,  either in one (1) lump sum
within thirty (30) days of such

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termination  discounted  to the  present  value  of such  payment  using  as the
discount rate the "prime rate" as published in the Wall Street  Journal  Eastern
Edition as of the date of such payment, or in periodic payments over the next 24
months  or the  remaining  term of  this  Agreement  whichever  is  less,  as if
Employee's  employment  had not been  terminated,  and such payments shall be in
lieu of any other future payments which the Employee would be otherwise entitled
to receive.  Notwithstanding  the forgoing,  all sums payable hereunder shall be
reduced in such  manner and to such  extent as may be  required  so that no such
payments made  hereunder when  aggregated  with all other payments to be made to
the  Employee  by the  Company  or the  Subsidiary  shall be deemed  an  "excess
parachute  payment" in accordance with Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code") and regulations  promulgated  thereunder and be
subject to the excise tax provided at Section  4999(a) of the Code.  Calculation
of the "base  amount"  shall  include  compensation  paid by the Company and the
Subsidiary.  The term "Change in Control"  shall mean:  (i) the  execution of an
agreement  for the sale of all,  or a  material  portion,  of the  assets of the
Company;  (ii) the execution of an agreement for a merger or recapitalization of
the  Company or any merger or  recapitalization  whereby  the Company is not the
surviving entity; (iii) a change of control of the Company, as otherwise defined
or determined by the Office of Thrift Supervision or regulations  promulgated by
it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within  the  meaning  of  that  term  as it is used  in  Section  13(d)  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities  of the  Company  by any  person,  trust,  entity or group.  The term
"person"  refers to an  individual  other than the  Employee  or a  corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary except as provided at Sections 4(b),  4(c),  4(d), 4(e) and 5, Employee
may voluntary  terminate his employment  under this Agreement within twelve (12)
months  following a Change in Control,  and Employee shall thereupon be entitled
to receive the payment  described  in Section 3(a) of this  Agreement,  upon the
occurrence,  or within  ninety  (90) days  thereafter,  of any of the  following
events,  which have not been consented to in advance by the Employee in writing:
(i) if Employee would be required to move his personal  residence or perform his
principal  executive  functions  more  than  thirty-five  (35)  miles  from  the
Employee's  primary office as of the signing of this  Agreement;  (ii) if in the
organizational  structure  of the  Company  or  Subsidiary,  Employee  would  be
required  to report to a person  or  persons  other  than the  President  of the
Company or the  Subsidiary;  (iii) if the Company or  Subsidiary  should fail to
maintain existing employee  benefits plans,  including  material fringe benefit,
stock option and retirement plans, except to the

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extent that such reduction in benefit programs is part of an overall  adjustment
in  benefits  for all  employees  of the  Company  or  Subsidiary  and  does not
disproportionately  adversely  impact the  Employee;  (iv) if Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his or her  position  as  referenced  at Section 1,  herein;  (v) if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced;  or (vi) if Employee  would not be elected or reelected to the Board of
Directors of the Company.

         4.       Other Changes in Employment Status.

         (a) Except as provided for at Section 3, herein, the Board of Directors
may terminate the Employee's  employment at any time, but any termination by the
Board of Directors other than  termination  for Just Cause,  shall not prejudice
the Employee's right to compensation or other benefits under the Agreement.  The
Employee shall have no right to receive  compensation  or other benefits for any
period  after  termination  for Just Cause.  Termination  for "Just Cause" shall
include termination because of the Employee's 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 the Agreement.

         (b) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the  Subsidiary's  affairs by an order  issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
(12 U.S.C.  1818(e)(4)  and (g)(1)),  all  obligations of the Company under this
Agreement shall terminate, as of the effective date of the order, but the vested
rights of the parties shall not be affected.

         (c) If the  Subsidiary is in default (as defined in Section  3(x)(1) of
FDIA) all obligations under this Agreement may in its discretion terminate as of
the date of default,  but this  paragraph  shall not affect any vested rights of
the contracting parties.

         (d) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Subsidiary:  (i) by the  Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal  Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Subsidiary  under the authority  contained in Section 13(c) of FDIA; or (ii)
by the  Director  of the  OTS,  or his or her  designee,  at the  time  that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve  problems  related to operation of the Subsidiary or when the Subsidiary
is determined by

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the Director of the OTS 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.

         (e) Notwithstanding  anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         5.  Suspension  of  Employment . If the  Employee is  suspended  and/or
temporarily  prohibited from  participating  in the conduct of the  Subsidiary's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C.  1818(e)(3) and (g)(1)),  the Company's  obligations  under the Agreement
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the charges in the notice are dismissed, the Company may in its
discretion,  (i) pay the Employee all or part of the compensation withheld while
its  contract   obligations  were  suspended  and  (ii)  reinstate  any  of  its
obligations which were suspended.

         6. Successors and Assigns.

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any corporate or other successor of the Company which shall acquire, directly or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Company.

         (b) The Employee  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Company.

         7.  Amendments.  No amendments or additions to this Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         8.  Applicable  Law. This  agreement  shall be governed by all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Oklahoma,  except to the extent that  Federal law shall be
deemed to apply.

         9.  Severability.  The  provisions  of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         10. Arbitration. Any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association ("AAA") nearest to the home office of the Company,  and
judgment upon the

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award rendered may be entered in any court having jurisdiction  thereof,  except
to the extend that the parties may otherwise  reach a mutual  settlement of such
issue.  The  Company  shall  reimburse  Employee  for all  reasonable  costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings or actions, following the delivery of the decision of the arbitrator
finding in favor of the Employee.  Further,  a settlement of the matter approved
by the Board of the Company may include a provision for the reimbursement by the
Company  to the  Employee  for all  reasonable  costs  and  expenses,  including
reasonable  attorneys' fees, arising from such dispute,  proceedings or actions,
or the Board of the Company may authorize such  reimbursement of such reasonable
costs and expenses by separate action upon a written action and determination of
the Board.  Such  reimbursement  shall be paid  within ten (10) days of Employee
furnishing  to the  Company  evidence,  which  may be in the form,  among  other
things,  of a canceled check or receipt,  of such costs or expenses  incurred by
Employee.

         11. Entire Agreement. This Agreement together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and first hereinabove written.


                                       GUTHRIE SAVINGS, INC.



ATTEST:                                By:/s/Keith Camerer


/s/Deborah K. Bozarth
Secretary


WITNESS:

/s/Colleen Freeman                     /s/H. Stephen Ochs
                                       H. Stephen Ochs, Employee