EXHIBIT 10.2
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                              Amended and Restated

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS  AGREEMENT  entered into this 17 th day of March 1998  ("Effective
Date"),  by and between Guthrie Federal Savings Bank (the "Bank") and H. Stephen
Ochs (the "Employee").

         WHEREAS,  the Employee has heretofore been employed by the Bank as Vice
President and is experienced in all phases of the business of the Bank; and

         WHEREAS,  the Bank and the  Employee  have  previously  entered into an
employment agreement dated October 11, 1994, as amended ("Prior Agreement"), and

         WHEREAS,  the Board of Director of the Bank has  discussed and reviewed
the job performance of the Employee and determined that it meets and exceeds the
requirements and standards of the Board, and the Board has determined that it is
in the best  interest  of the Bank  that the  Prior  Agreement  be  renewed  and
extended as contained hereinafter, and

         WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship of the Bank and the Employee.

         NOW, THEREFORE, it is AGREED as follows:

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

         2. Base  Compensation.  The Bank agrees to pay the Employee  during the
term of this Agreement a salary at the rate of $45,000.00 per annum,  payable in
cash not less  frequently than monthly;  provided,  that the rate of such salary
shall be reviewed by the Board of Directors  not less often than  annually,  and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.


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         3.  Discretionary  Bonus. The Employee shall be entitled to participate
in an equitable manner with all other senior management employees of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  employees  from  time to  time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's  right  to  participate  in such  discretionary  bonuses  when and as
declared by the Board of Directors.

         4. (a)  Participation  in Retirement  and Medical  Plans.  The Employee
shall be entitled to  participate  in any plan of the Bank  relating to pension,
profit-sharing,   or  other   retirement   benefits  and  medical   coverage  or
reimbursement plans that the Bank may adopt for the benefit of its employees.

         (b) Employee  Benefits;  Expenses.  The  Employee  shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Bank's senior management employees,  including by example,  participation in any
stock option or incentive  plans adopted by the Board of Directors of Bank, club
memberships,  a reasonable  expense  account,  and any other  benefits which are
commensurate  with the  responsibilities  and  functions  to be performed by the
Employee  under  this  Agreement.  The Bank  shall  reimburse  Employee  for all
reasonable  out-of-pocket expenses which Employee shall incur in connection with
his service for the Bank.

         5. Term. The term of employment of Employee under 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 employment  under this  Agreement may be
extended for an additional 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.

         6. Loyalty; Noncompetition.

         (a) The  Employee  shall  devote  his full  time and  attention  to the
performance  of  his  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity  contrary to the business  affairs or interests of the Bank
or Parent.

         (b) Nothing  contained  in this Section 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any  business  dissimilar  from that of the Bank or Parent,  or,  solely as a
passive or minority investor, in any business.


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         7.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement in accordance  with such  reasonable  standards  expected of employees
with comparable positions in comparable  organizations and as may be established
from time to time by the Board of Directors.

         8. Vacation and Sick Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  voluntarily  from the performance of his
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

         (a) The  Employee  shall  be  entitled  to  annual  vacation  leave  in
accordance  with the policies as are  periodically  established  by the Board of
Directors for senior management employees of the Bank.

         (b) The  Employee  shall not be  entitled  to  receive  any  additional
compensation  from the Bank on account of his failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for senior management employees of the Bank.

         (c) In addition to the aforesaid paid vacations,  the Employee shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons as the Board of Directors in its  discretion  may
determine.  Further,  the Board of  Directors  shall be entitled to grant to the
Employee a leave or leaves of absence  with or without pay at such time or times
and upon such terms and  conditions as the Board of Directors in its  discretion
may determine.

         (d) In addition, the Employee shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Bank.  In the event that any sick leave  benefit shall not have been used
during any year, such leave shall accrue to subsequent  years only to the extent
authorized by the Board of Directors for employees of the Bank.

         9.       Termination and Termination Pay.

         The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:

         (a) The death of the  Employee  during the term of this  Agreement,  in
which event the Employee's  estate shall be entitled to receive the compensation
due the Employee  through the last day of the calendar month in which Employee's
death shall have occurred.


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         (b) 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.

         (c) Except as  provided  pursuant  to  Section 12 herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination  of the term  (including any renewal term) of this Agreement and the
cost of Employee  obtaining all health,  life,  disability,  and other  benefits
which the Employee  would be eligible to  participate in through such date based
upon the benefit levels  substantially equal to those being provided Employee at
the date of termination of employment.

         (d) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank'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 Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

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

         (f) 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 Bank:  (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")  enters into an  agreement to
provide assistance to or on behalf of the Bank 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
Bank or when  the  Bank is  determined  by 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.

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         (g) The voluntary  termination by the Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

         (h) 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.

         10.  Suspension  of  Employment . If the  Employee is suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank'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 Bank'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 Bank 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.

         11. Disability.  If the Employee shall become disabled or incapacitated
to the extent that the is unable to perform his duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the  provisions  of  disability  insurance  coverage  in  effect  for Bank
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the Bank under the provisions of disability  insurance coverage in effect for
Bank employees.  Upon returning to active full-time  employment,  the Employee's
full  compensation  as set forth in this Agreement shall be reinstated as of the
date of commencement of such activities.  In the event that the Employee returns
to active  employment on other than a full-time basis, then his compensation (as
set forth in Paragraph 2 of this  Agreement)  shall be reduced in  proportion to
the time spent in said  employment,  or as shall  otherwise  be agreed to by the
parties.

         12. Change in Control.

         (a)  Notwithstanding  any provision  herein to the contrary  except for
Sections  9(a),  9(d),  9(e),  9(f),  and 9(h), in the event of the  involuntary
termination of Employee's employment under this Agreement, absent Just Cause, in
connection with, or within twenty-

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four (24) months  after,  any change in control of the Bank or Parent,  Employee
shall be paid an amount equal to the product of 2.99 times the Employee's  "base
amount" as defined in Section  280G(b)(3) of the Internal  Revenue Code of 1986,
as amended (the "Code") and regulations promulgated  thereunder.  Said sum shall
be paid in one (1) lump sum  within  thirty  (30)  days of such  termination  of
employment.  Such payments  shall be in lieu of any other future  payments which
the Employee  would be  otherwise  entitled to receive  under  Section 9 of this
Agreement.  Payments due hereunder shall be obligations of the Bank and shall be
primary  to any  obligations  of the  Parent  due and  payable  upon a change in
control of Parent.  Notwithstanding  the  forgoing,  all sums payable  hereunder
shall be reduced in such manner and to such extent so that no such payments made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance with Section 280G of the Code and regulations  promulgated thereunder
and be subject to the excise tax  provided at Section  4999(a) of the Code.  The
term "control" shall refer to the ownership,  holding or power to vote more than
25% of the  Parent's or Bank's  voting  stock,  the control of the election of a
majority of the Parent's or Bank's  directors,  or the exercise of a controlling
influence over the management or policies of the Parent or Bank by any person or
by  persons  acting  as a group  within  the  meaning  of  Section  13(d) of the
Securities  Exchange Act of 1934.  The term "person"  means 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,  Employee may voluntary  terminate his employment under this Agreement
within  twenty-four  (24)  months  following  a change in control of the Bank or
Parent,  and  Employee  shall  thereupon  be  entitled  to receive  the  payment
described in Section 12(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
Bank or  Parent,  Employee  would be  required  to report to a person or persons
other than the President,  Chief  Executive  Officer or the Board of the Bank or
Parent;  (iii) if the Bank or Parent should fail to maintain the Employee's base
compensation and existing  employee  benefits plans,  including  material fringe
benefit,  stock  option and  retirement  plans,  except to the extent  that such
reductions  are part of an overall  adjustment  for all  employees  and does not
disproportionately  adversely  impact the  Employee;  (iv) if Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his position as  referenced at Section 1, herein;  (v) if Employee  would not be
elected or reelected to the

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Board of  Directors  of the  Bank;  or (vi) if  Employee's  responsibilities  or
authority have in any way been materially diminished or reduced.

         (c) 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 Bank,  and
judgment upon the 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 Bank 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 Bank may include a provision for the  reimbursement
by the Bank 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 Bank 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 Bank evidence,  which may be in the form,  among other things,
of a canceled check or receipt, of such costs or expenses incurred by Employee.

         13.      Successors and Assigns.

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

         (b) Since the Bank is contracting for the unique and personal skills of
the Employee,  the Employee  shall be precluded from assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

         14.  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.


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         15.  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.

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

         17. 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 and shall amend in its entirety
the Prior Agreement.

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


                                          Guthrie Federal Savings Bank



ATTEST:                                   By: /s/William L. Cunningham
                                              ----------------------------------


/s/Deborah Bozarth
-----------------------------------
Secretary


WITNESS:
                                          /s/H. Stephen Ochs
-----------------------------------       --------------------------------------
                                          H. Stephen Ochs, Employee







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