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                                                                    EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT
                      (As Amended Effective July 1, 1996)



     THIS EMPLOYMENT AGREEMENT is made effective as of this 1st day of July,
1996, by and between First Federal Savings Bank, LaCrosse-Madison, a
federally-chartered savings bank (the "Bank"), and John T. Bennett (the
"Executive").

     WHEREAS, Executive had previously been a key employee of Rock Savings
Bank, S.A. ("Rock"), serving as its President and Chief Executive Officer; and

     WHEREAS, Rock recently joined with the Bank pursuant to an Agreement and
Plan of Reorganization and through a merger of Rock into the Bank (which
transactions are collectively referred to herein as the "Merger"); and

     WHEREAS, the Bank has established a division (referred to for purposes of
this Agreement as the "Rock Division") which includes the former home and
branch offices of Rock and will focus on serving and expanding the market area
formerly served by Rock; and

     WHEREAS, the Bank desires to enter into this Agreement setting forth the
terms and conditions for Executive's employment by the Bank in the capacity of
President of the Rock Division ("Corporate Position") to ensure retention of
Executive's background, knowledge and experience for the benefit of the Bank
and the Rock Division; and

     WHEREAS, Executive is desirous of committing himself to serve the Bank on
the terms provided herein, it being intended between the parties that this
Agreement supersede and replace the former employment agreement between the
Executive and the Bank as entered into at the time of the Merger ("Former
Agreement") and that no further rights, duties, or obligations shall exist with
respect to either party under such Former Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the Bank and Executive agree as follows:

     1.  Employment.  Bank shall employ Executive and Executive shall serve
Bank under the terms and conditions of this Agreement (which terms and
conditions are intended to supersede and extinguish any Former Agreement in
effect between Executive and the Bank) for the period stated in paragraph 2
below.

     2.  Term of Employment.  The period of Executive's employment under this
Agreement shall commence on the date set forth above ("Commencement Date") and
shall expire on the third annual anniversary of said Commencement Date, unless
sooner terminated 

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as provided herein.  Effective as of any annual anniversary of the
Commencement Date during the term of this Agreement, the term of employment
hereunder may be extended by the action of the Bank's Board of Directors to add
one additional year to the then remaining term of employment hereunder so that
said term is annually restored to a full three-year term. The Board of
Directors or the Executive shall each provide the other with at least
forty-five (45) days' advance written notice of any decision on their
respective parts not to extend the Agreement on the anniversary date.  The term
of employment under this Agreement, as in effect from time to time, shall be
referred to as the "Employment Term."

     3.  Position and Duties.  Subject to Section 5(iv)(B), the Executive shall
serve in his Corporate Position, reporting to the Chief Executive Officer of
the Bank (Chief Executive), and having supervision, control over, and
responsibility for the Rock Division, together with such other powers and
duties as may from time to time be prescribed by the Chief Executive, provided
that such duties shall be consistent with Executive's position as President of
the Rock Division and as an executive officer of the Bank.  The Executive shall
devote substantially all his working time and efforts to the business and
affairs of the Bank.

     4.  Compensation.  As compensation for the services to be provided
pursuant to this Agreement, Executive shall receive from Bank the compensation
and other benefits set forth below:

     (i) Base Salary.  During the Employment Term the Executive shall receive
an initial base salary ("Base Salary") in the amount of $105,000, subject to
such annual adjustments as may from time to time be approved by the Board;
provided, however, that the Base Salary shall at no time be less than the
annual base salary payable to the Executive on the date of this Agreement.  Any
increase in Base Salary or other compensation granted by the Board shall in no
way limit or reduce any other obligation of the Bank under this Agreement and,
once established at an increased specified rate, Executive's Base Salary under
this Agreement shall not thereafter be reduced.  Executive's Base Salary and
other compensation shall be paid in accordance with the Bank's regular payroll
practices, as from time to time in effect.

     (ii) Bonus Payments.  In addition to Base Salary,  Executive shall be
entitled during the Employment Term to receive such bonus payments as the Board
may determine in accordance with the Bank's Management Incentive Plan (the
"Incentive Plan") in effect on the date of this Agreement or as the same may be
amended or modified from time to time for the Bank's executive officers.

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     (iii) Other Benefits.  During the Employment Term the Bank shall provide
to Executive all other benefits of employment generally made available to the
Bank's executive officers as in effect with other plans or arrangements
providing Executive with at least equivalent benefits thereunder.  Executive
shall be entitled to participate in or receive benefits under any group health
and life insurance plan, pension plan, stock purchase, incentive savings, stock
option, restricted stock, stock appreciation rights and any other similar plans
or arrangements presently or hereafter made available by the Bank to its
executive officers (collectively the "Benefit Plans"), subject to and on a
basis consistent with the terms, conditions and overall administration of such
Benefit Plans.  Executive shall be entitled to vacations and perquisites in
accordance with the Bank's policies as in effect from time to time for its
executive officers.

     5.  Termination.  This Agreement may be terminated, subject to payment of
the compensation and other benefits described below, upon the occurrence of any
of the events described below.  In case of such termination, the date on which
Executive ceases to be employed under this Agreement, after giving effect to
any prior notice requirement set forth below, is referred to as the
"Termination Date."

     (i) Death; Disability; Retirement.  This Agreement shall terminate upon
the death, disability or retirement of Executive.  As used in this Agreement,
the term "disability" shall mean Executive's inability, as a result of physical
or mental incapacity, to substantially perform his duties with the Bank for a
period of 180 consecutive days.  Any question as to the existence of
Executive's disability upon which the Executive and the Bank cannot agree shall
be determined by a qualified independent physician mutually agreeable to
Executive and the Bank or, if the parties are unable to agree upon a physician
within ten (10) days after notice from either to the other suggesting a
physician, by a physician designated by the then president of the medical
society for the county in which Executive maintains his principal residence,
upon the request of either party.  The costs of any such medical examination
shall be borne by the Bank.  If Executive is terminated due to disability he
shall be paid 100% of his Base Salary at the rate in effect at the time notice
of termination is given for the remainder of the Employment Term, payable in
substantially equal monthly installments less, in each case, any disability
payments otherwise payable under plans provided by the Bank for disability or
any governmental social security or workers compensation program, and actually
paid to Executive in substantially equal monthly installments.

     As used in this Agreement, the term "retirement" shall mean Executive's
retirement in accordance with and pursuant to 

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any retirement plan of the Bank generally applicable to its executive
officers or in accordance with any retirement arrangement established with
Executive's consent with respect to Executive.

     If termination occurs for such reason, no additional compensation shall be
payable to the Executive under this Agreement except as specifically provided
in this Agreement.  Notwithstanding anything to the contrary contained in this
Agreement, the Executive shall receive all compensation and other benefits to
which he was entitled under Section 4 through the Termination Date and, in
addition, shall receive all other benefits available to him under the Bank's
Benefit Plans as in effect on the date of death, disability or retirement.

     (ii) Cause.  The Bank may terminate the Executive's employment under this
Agreement for Cause at any time, and thereafter the Bank's obligations under
this Agreement shall cease and terminate.  Notwithstanding anything to the
contrary contained in this Agreement, Executive shall receive all compensation
and other benefits to which he was entitled under Section 4 through the
Termination Date and, in addition, shall receive all benefits available to him
under the Bank's Benefit Plans as in effect on the Termination Date.  For
purposes of this Agreement, "Cause" shall mean (A) the willful and continued
failure by Executive to substantially perform his duties with the Bank (other
than failure resulting from the Executive's incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered
to Executive by the Board, which demand specifically identifies the manner in
which the Board believes Executive has not substantially performed his duties,
(B) any willful act of misconduct by Executive which is materially injurious to
the Bank, monetarily or otherwise, (C) a criminal conviction of Executive for
any act involving dishonesty, breach of trust or a violation of the banking or
savings and loan laws of the State of Wisconsin or the United States, (D) a
criminal conviction of the Executive for the commission of any felony, (E) a
willful breach of fiduciary duty involving personal profit, (F) a willful
violation of any law, rule or regulation or final cease and desist order where
such violations materially, adversely, affect the Bank, (G) incompetence,
personal dishonesty or material breach of any provision of this Agreement which
would have a material adverse impact on the Bank.  For purposes of this
Subsection 5(ii), no act, or failure to act, on the Executive's part shall be
deemed "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the action or omission was in the
best interest of the Bank.

     (iii) Voluntary Termination by Executive.   Executive may voluntarily
terminate his employment under this Agreement at any time by giving at least
forty-five (45) days prior written 


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notice to the Bank.  In such event, Executive shall receive all
compensation and other benefits to which he was entitled under Section 4
through the Termination Date and, in addition, shall receive all other benefits
available to him under the Bank's Benefit Plans as in effect on the Termination
Date.

     (iv) Termination by Executive After Change in Control.  For purposes of
this Agreement, a "change in control" shall mean a change in control with
respect to the Bank or its parent holding company 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; 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 representing 25% or more of the
combined voting power of the Bank or holding company'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 Bank
or company 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.  The
Executive may terminate his employment under this Agreement by giving at least
ninety (90) days prior written notice to the Bank at anytime (1) within
eighteen (18) months of the effective date of a "change in control", or (2)
after the occurrence, at any time subsequent to a "change in control," of any
of the following events, without  Executive's express written consent:

     (A)  Executive is assigned to any positions, duties or responsibilities
that are less significant than his positions, duties and responsibilities as of
the time immediately prior to any change in control;

     (B)  Executive is removed from or the Board fails to re-elect Executive to
any of his Corporate Position, except (1) in connection with termination of
Executive's employment for cause, disability or retirement, or (2) in
connection with any change in control after which the Bank is not the
continuing or surviving corporation, if the successor organization has executed
an agreement as required by Section 8(i)(A) and the removal or failure to
re-elect is limited to his Corporate Position with the Bank;

     (C)  Executive's Base Salary is materially reduced or the Executive
experiences in any year a material reduction of the ratio of his bonus payment
to his Base Salary which is 

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greater than the average reduction in the ratio of bonus payments to
base salaries in such year experienced by all other executive officers of the
Bank or any other material failure by the Bank to comply with Section 4;

     (D)  Executive is transferred to a location not within a 25 mile radius of
the City of Beloit, Wisconsin; or

     (E) The Bank fails to obtain an agreement from any successor organization
as required by Section 8(i)(A).

           (v)  Suspension or Termination Required by the OTS

     (A) If  Executive 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 section 8(g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section  1818(e)(3) and (g)(1), the Bank's obligations under the
Agreement shall be suspended as of the date of service of the notice unless
stayed by appropriate proceedings.  If the charges in the notice are dismissed,
Bank shall (1) pay  Executive all of the compensation withheld while its
obligations under this Agreement were suspended and (2) reinstate any of its
obligations which were suspended.

     (B) 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)(4) or section 8(g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section  1818(e)(4) or (g)(1) obligations of the Bank under the
Agreement shall terminate as of the effective date of the order, but vested
rights of the Executive to compensation and to any benefits under the Bank's
Pension Plan shall not be affected.

     (C) If the Bank is in default as defined in section 3(x)(1) of the Federal
Deposit Insurance Act, (12 U.S.C. 1813 (x)(1))all obligations under the
Agreement shall terminate as of the date of default, except that this paragraph
shall not affect any vested rights of the Executive under any qualified
retirement plan nor, in the event the Executive terminates prior to the date of
such default, the Executive's vested rights to continue to receive severance
payments and benefits pursuant to section 5(vi) of this Agreement.

     (D) All obligations under the Agreement shall be terminated, except to the
extent determined that continuation of the contract is necessary for the
continued operation of the Bank, (i) by the OTS, at the time the FDIC or
Resolution Trust Corporation ("RTC") enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in section
13(c) of the Federal Deposit Insurance Act; or (ii) by the OTS at the time it
approves a supervisory merger 


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to resolve problems related to operation of the Bank or when the Bank
is determined by 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, and the Executive shall receive the compensation and benefits set forth
in section 5(vi) of this Agreement.

     (E) In the event that 12 C.F.R. Section  563.39, or any successor
regulation, is repealed, this section 5(v) shall cease to be effective on the
effective date of such repeal.  In the event that 12 C.F.R. Section  563.39, or
any successor regulation, is amended or modified, this Agreement shall be
revised to reflect the amended or modified provisions if: (1) the amended or
modified provision is required to be included in this Agreement; or (2) if not
so required, the Executive requests that the Agreement be so revised.

     (vi) Termination by the Bank Other Than Due to Death, Disability,
Retirement or For Cause; Termination of Executive.  If this Agreement is
terminated by the Bank for any reason other than death, disability, retirement
or for cause as set forth in Section 5(i) or (ii), or is terminated by the
Executive pursuant to Section 5(iv), then, following the Date of Termination:

     (A) In lieu of any further salary payments to the Executive for a period
subsequent to the Termination Date, the Executive shall receive severance pay
in the form of payments continuing for the remaining unexpired portion of the
Employment Term, fully restored as of the Termination Date, in the amount and
at the times provided in Section 4(i) and 4 (ii) ("Severance Payments").  In
the event of a termination as a result of a change in control, the Executive
may elect to receive the Severance Payment in one lump sum, calculated on the
basis of his average annual compensation for the past three years multiplied by
the time remaining to the end of the term of this Agreement, fully restored as
of the Termination Date, subject to any applicable limitations set forth in
Section 6 below; provided that the amount of such Severance Payment in
connection with a change in control shall be at least equal to the particular
Executive's annual compensation as of the Termination Date.

     (B) In addition to the retirement benefits to which the Executive is
entitled under the Bank's Group Pension Plan, as amended from time to time (the
"Pension Plan"), the Executive shall receive as additional severance benefits a
retirement benefit under this Agreement, which benefit (except as provided
below) shall be determined in accordance with, and payable in the form and at
the times provided in, the Pension Plan.  Such benefits shall be determined as
if the Executive were fully vested under the Pension Plan and had accumulated
(after any termination under this Agreement) the additional years of credited
service under the Pension Plan that he would have 

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received had he continued in the employment of the Bank for the entire
Employment Term at the highest annual rate of Base Salary in effect during the
twelve (12) months immediately preceding the Termination Date.  Such Base
Salary shall be deemed to represent the compensation (as defined in the Pension
Plan) received by the Executive during each such additional year for purposes
of determining his additional retirement benefits under this Subsection 5(vi),
subject to Chapter V of the Pension Plan and as it may be amended from time to
time.

     (C) In addition to all other amounts payable  under this section 5,
Executive shall be entitled to receive all benefits otherwise payable to
Executive under (i) any tax qualified Bank plan or agreement relating to
pension or retirement benefits, and (ii) any other Bank plan or agreement,
regardless of tax status, established to provide deferred compensation,
retirement, or other benefits for the Executive.

     (D) If  Executive is under fifty-five (55) years of age on the Termination
Date,  Executive shall take reasonable steps to obtain employment and thereby
mitigate the amount of compensation and benefits due under Section 5(vi);
provided, however, that  Executive shall not be required to accept a position
other than one within a 25 mile radius of the City of Beloit, Wisconsin.  If
the Executive is fifty-five (55) years of age or older on the Termination Date
or if  Executive determines upon the advice of a qualified independent
physician that he is physically or medically unable to substantially perform
duties with another employer comparable to those performed by him with the
Bank, the Executive shall have no obligation to seek other employment.
Notwithstanding the foregoing, and regardless of age, during any portion of the
Employment term remaining after the Termination Date, if the Executive becomes
employed on a full-time basis by another employer, then to the extent the
Executive shall receive compensation, benefits or service credit from such
other employer, the aggregate amount of all compensation to be paid and
benefits and service credit to be provided by the Bank under this Agreement
shall be correspondingly reduced.

     (E)  The requirement for mitigation, as set forth in Section 5 (vi)(D)
above, shall not apply with respect to any termination under Section 5(iv)
subsequent to a change in control.

    6.   Limitations on Termination Compensation.

     (i) In the event that the severance benefits payable to the Executive
under Subsection 5(vi) ("Severance Benefits"), or any other payments or
benefits received or to be received by the Executive from the Bank (whether
payable pursuant to the terms of this Agreement, any other plan, agreement or
arrangement with the 

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Bank or any corporation ("Affiliate") affiliated with the Bank within
the meaning of Section 1504 of the Internal Revenue Code of 1954, as amended
(the "Code"), in the opinion of tax counsel selected by the Bank's independent
auditors and acceptable to the Executive, constitute "parachute payments"
within the meaning of Section 280G(b)(2) of the Code, and the present value of
such "parachute payments" equals or exceeds three (3) times the average of the
annual compensation payable to the Executive by the Bank (or an Affiliate) and
includible in the Executive's gross income for federal income tax purposes for
the five (5) calendar years preceding the year in which a change in ownership
or control of the Bank occurred ("Base Amount"), such severance benefits shall
be reduced to an amount the present value of which (when combined with the
present value of any other payments or benefits otherwise received or to be
received by the Executive from the Bank (or an Affiliate) that are deemed
"parachute payments") is equal to 2.99 times the Base Amount, notwithstanding
any other provision to the contrary in this Agreement.  The Severance Benefits
shall not be reduced if (A) the Executive shall have effectively waived his
receipt or enjoyment of any such payment or benefit which triggered the
applicability of this Section 6, or (B) in the opinion of such tax counsel, the
Severance Benefits (in its full amount or as partially reduced, as the case may
be) plus all other payments or benefits which constitute "parachute payments"
within the meaning of Section 280G(b)(2) of the code are reasonable
compensation for services actually rendered, within the meaning of Section
280G(b)(4) of the code, and such payments are deductible by the Bank.  The Base
Amount shall include every type and form of compensation includible in the
Executive's gross income in respect of his employment by the Bank (or an
Affiliate), except to the extent otherwise provided in temporary or final
regulations promulgated under Section 280G(b) of the Code.  For purposes of
this Section 6, a "change in ownership or control" shall have the meaning set
forth in Section 280G(b) of the code and any temporary or final regulations
promulgated thereunder.  The present value of any non-cash benefit or any
deferred cash payment shall be determined by the Bank's independent auditors in
accordance with the principles of Sections 280G(b)(3) and (4) of the Code.

     (ii) Executive shall have the right to request that the Bank obtain a
ruling from the Internal Revenue Service ("Service") as to whether any or all
payments or benefits determined by such tax counsel are, in the view of the
Service, "parachute payments" under Section 280G.  If a ruling is sought
pursuant to the Executive's request, no severance benefits payable under this
Agreement shall be made to the Executive until after fifteen (15) days from the
date of such ruling.  For purposes of this Subsection 6(ii), the Executive and
the Bank agree to be bound by the Service's ruling as to whether payments
constitute "parachute payments" under Section 280G.  If the

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service declines, for any reason, to provide the ruling requested, the
tax counsel's opinion provided under Subsection 6(i) with respect to what
payments or benefits constitute "parachute payments" shall control, and the
period during which the Severance Benefits may be deferred shall be extended to
a date fifteen (15) days from the date of the Service's notice indicating that
no ruling would be forthcoming.

     (iii) In the event that Section 280G, or any successor statute, is
repealed, this Section 6 shall cease to be effective on the effective date of
such repeal.  The parties to this Agreement recognize that final regulations
under Section 280G of the Code may affect the amounts that may be paid under
this Agreement and agree that, upon issuance of such final regulations this
Agreement may be modified as in good faith deemed necessary in light of the
provisions of such regulations to achieve the purposes of this Agreement, and
that consent to such modifications shall not be unreasonably withheld.

     7. Noncompetition After Voluntary Termination And Duty of Confidentiality.

     (a) Noncompetition.  Executive acknowledges that the development of
personal contacts and relationships is an essential element of the Bank's
business, that the Bank has invested considerable time and money in his
development of such contacts and relationships, that the Bank could suffer
irreparable harm if he were to leave employment and solicit the business of
Bank's customers, and that it is reasonable to protect the Bank against
competitive activities by Executive.  Executive covenants and agrees, in
recognition of the foregoing and in consideration of the mutual promises
contained herein, that in the event of a voluntary termination of employment by
Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a
result of Executive's election not to continue automatic annual renewals,
Executive shall not accept employment in La Crosse, Dane or St. Croix counties
with any Significant Competitor of the Bank for a period of eighteen (18)
months following such termination.  For purposes of this Agreement, the term
Significant Competitor means any financial institution including, but not
limited to, any commercial bank, savings bank, savings and loan association,
credit union, or mortgage banking corporation which, at the time of termination
of Executive's employment or during the period of this covenant not to compete,
(i) maintains a home, branch or other office in any of said counties, or (ii)
has originated within any of said counties $10,000,000 or more in residential
mortgage loans during any consecutive twelve (12) month period within the
thirty-six (36) months prior to Executive's termination and inclusive of the
period covered by this covenant.


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     Executive agrees that the non-competition provisions set forth herein are
necessary for the protection of the Bank and are reasonably limited as to (i)
the scope of activities affected, (ii) their duration and geographic scope, and
(iii) their effect on Executive and the public.  In the event Executive
violates the non-competition provisions set forth herein, Bank shall be
entitled, in addition to its other legal remedies, to enjoin the employment of
Executive with any Significant Competitor for the period set forth herein.  If
Executive violates this covenant and the Bank brings legal action for
injunctive or other relief, the Bank shall not, as a result of the time
involved in obtaining such relief, be deprived of the benefit of the full
period of the restrictive covenant.  Accordingly, the covenant shall be deemed
to have the duration specified herein, computed from the date such relief is
granted, but reduced by any period between commencement of the period and the
date of the first violation.  In addition to such other relief as may be
awarded, if the Bank is the prevailing party it shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred in
enforcing its rights hereunder.

     (b)  Duty of Confidentiality.  Executive acknowledges that he will, as the
result of services performed on behalf of the Bank, obtain or otherwise become
aware of confidential and/or proprietary information regarding the Bank's
affairs, including, but not limited to, information relative to (i) customers,
customer accounts and customer lists, (ii) marketing, (iii) customer
development strategies, (iv) financial and economic plans and projections, and
(v) other similar information.  Executive agrees that following termination of
his employment for any reason, he will treat all such matters as confidential
and will refrain both from divulging such information in any manner and from
the use of such information for his benefit or for the benefit of any employer
(regardless of whether such employer would constitute a Significant Competitor
under this Agreement) or third-party.

    8.   General Provisions.

           (i)  Successors; Binding Agreement.
 
                (A) The Bank will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Bank ("successor 
organization") to expressly assume and agree to perform this Agreement in the 
same manner and to the same extent that the Bank would be required to perform 
it if no such succession had taken place.  As used in this Agreement, "Bank" 
shall mean the Bank as hereinbefore defined and any successor to its business 
and/or assets as aforesaid which executes and delivers the agreement provided 
for in this Section 8 or which otherwise becomes bound by the terms and 
provisions of 


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<PAGE>   12

this Agreement by operation of this Agreement or law.  Failure of the
Bank to obtain such agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle the Executive as his
exclusive remedy to compensation from the Bank in the same amount and on the
same terms as he would be entitled to under this agreement if he terminated his
employment under Section 5(iv).  For purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the
Termination Date.

          (B) No right or interest to or in any payments or benefits under this
Agreement shall be assignable or transferrable in any respect by the Executive,
nor shall any such payment, right or interest be subject to seizure, attachment
or creditor's process for payment of any debts, judgments, or obligations of
the Executive.

          (C) This Agreement shall be binding upon and inure to the benefit of 
and be enforceable by the Executive and his heirs, beneficiaries and personal
representatives and the Bank and any successor organization.

     (ii) Notice.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:

                       If to the Bank:


                       605 State Street
                       LaCrosse, WI 54601
                       Attn:      Chief Executive Officer


or if to Executive at the address set forth below the Executive's signature
line of this Agreement, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

     (iii) Expenses.  If any legal proceeding is necessary to enforce or
interpret  this Agreement, or to recover damages for breach of it, the
prevailing party, shall be entitled to recover from the other party reasonable
attorneys' fees and necessary costs and disbursements incurred in such
litigation, in addition to any other relief to which such prevailing party may
be entitled.

     Notwithstanding the foregoing, in the event of a legal proceeding to
enforce or interpret the terms of this Agreement following a change in control,
Executive shall be entitled to recover from Bank, regardless of the outcome of
said action, 


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<PAGE>   13



necessary costs and disbursements incurred together with actual
attorney's fees up to the greater of (A) $25,000, or (B) thirty percent (30%)
of the amount in dispute between the parties [which amount, for purposes of
this Agreement, shall be deemed to be the difference between the highest
written settlement offer from the Bank and the lowest written settlement offer
(exclusive of any claim for consequential, punitive, or other forms or amounts
of damages not based on specific contract terms) from Executive].  Recovery by
Executive of attorneys fees and costs as provided herein following a change in
control shall be in addition to any other relief to which Executive may be
entitled.

     (iv) Withholding.  The Bank shall be entitled to withhold from amounts to
be paid to the Executive under this Agreement any federal, state or local
withholding or other taxes of charges which it is from time to time required to
withhold.  the Bank shall be entitled to rely on an opinion of counsel if any
question as to the amount or requirement of any such withholding shall arise.

     (v) Miscellaneous.  No provision of this Agreement may be amended, waived
or discharged unless such amendment, waiver or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically
designated by the board.  No waiver by either party hereto at any time of any
breach by the 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.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Wisconsin.

     (vi) Validity.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

     (vii) Counterparts.  This Agreement may be executed in several
counterparts, each of which together will constitute one and the same
instrument.

     (viii) Headings.  Headings contained in this Agreement are for reference
only and shall not affect the meaning or interpretation of any provision of
this Agreement.

     (ix) Effective Date.  The effective date of this Agreement shall be the
date indicated in the first paragraph of 

                                    -13-

<PAGE>   14


this Agreement, notwithstanding the actual date of execution by any
party.


     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of the date first above written.

                                Executive:  John T. Bennett


                                ____________________________________


                                ____________________________________
                                (Address)


                                First Federal Savings Bank, 
                                  LaCrosse-Madison
                                  (CORPORATE SEAL)



                                By:  _______________________________



                                By:  _______________________________





                                    -14-