EMPLOYMENT AGREEMENT

     THIS AGREEMENT,  is entered into this 30th day of January 1998, ("Effective
Date") by and between Tri-County Federal Savings Bank (the "Bank") and Robert L.
Savage (the "Executive").


                                   WITNESSETH

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

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

     WHEREAS,  in order to induce the  Executive  to remain in the employ of the
Bank and in consideration of the Executive's agreeing to remain in the employ of
the Bank, the parties desire to specify the continuing  employment  relationship
between the Bank and the Executive;

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

     1.  Employment.  The Bank hereby  employs the  Executive in the capacity of
President.  The Executive  hereby  accepts said  employment and agrees to render
such  administrative  and  management  services  to the Bank  and to  Tri-County
Bancorp,  Inc.  ("Parent")  as are  currently  rendered  and as are  customarily
performed by persons  situated in a similar  executive  capacity.  The Executive
shall promote the business of the Bank and Parent.  The Executive'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. Term of  Employment.  The term of  employment  of  Executive  under this
Agreement  shall be for the period  commencing on the Effective  Date and ending
thirty-six (36) months thereafter  ("Term").  Additionally,  on, or before, each
annual  anniversary  date from the Effective Date, the Term of employment  under
this Agreement shall be extended for up to an additional  period beyond the then
effective  expiration date upon a  determination  and resolution of the Board of
Directors  that the  performance of the Executive has met the  requirements  and
standards of the Board,  and that the Term of such Agreement  shall be extended.
References  herein to the Term of this Agreement shall refer both to the initial
term and successive terms.

     3. Compensation, Benefits and Expenses.

     (a) Base Salary. The Bank shall compensate and pay the Executive during the
Term of this  Agreement  a minimum  base salary at the rate of $84,492 per annum
("Base  Salary"),  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 the  Executive  shall be  entitled  to receive
increases at such  percentages  or in such amounts as determined by the Board of
Directors.  The base salary may not be decreased without the Executive's express
written consent.

     (b) Discretionary  Bonus. The Executive 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  executives  from  time to time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Executive's  right to  participate  in such  discretionary  bonuses  when and as
declared by the Board.

<PAGE>

     (c)  Participation in Benefit and Retirement  Plans. The Executive shall be
entitled to  participate  in and  receive  the  benefits of any plan of the Bank
which may be or may become applicable to senior  management  relating to pension
or other retirement  benefit plans,  profit-sharing,  stock options or incentive
plans, or other plans, benefits and privileges given to employees and executives
of  the  Bank,   to  the   extent   commensurate   with  his  then   duties  and
responsibilities, as fixed by the Board of Directors of the Bank.

     (d)  Participation in Medical Plans and Insurance  Policies.  The Executive
shall be entitled  to  participate  in and  receive the  benefits of any plan or
policy of the Bank which may be or may become  applicable  to senior  management
relating to life insurance,  short and long term  disability,  medical , dental,
eye-care, prescription drugs or medical reimbursement plans.

     (e)  Vacations  and Sick  Leave.  The  Executive  shall be entitled to paid
annual vacation leave in accordance  with the policies as established  from time
to time by the  board of  Directors,  which  shall in no event be less than four
weeks per annum.  The  Executive  shall also be entitled to an annual sick leave
benefit as established by the Board for senior management employees of the Bank.
the Executive shall not be entitled to receive any additional  compensation from
the Bank for failure to take a vacation  or sick leave,  nor shall he be able to
accumulate  unused  vacation or sick leave from one year to the next,  except to
the extent authorized by the Board of Directors.

     (f) Expenses.  The Bank shall reimburse the Executive or otherwise  provide
for or pay for all reasonable  expenses incurred by the Executive in furtherance
of, or in connection with the business of the Bank, including, but not by way of
limitation,  automobile and traveling expenses, and all reasonable entertainment
expenses,  subject to such reasonable documentation and other limitations as may
be  established by the Board of Directors of the Bank. If such expenses are paid
in the first instance by the Executive,  the Bank shall  reimburse the Executive
therefor.  The Bank will  maintain an  automobile  for the use of the  Executive
("Executive Car"); such automobile shall be replaced every four years within the
discretion of the Executive.

     (g) Changes in Benefits. The Bank shall not make any changes in such plans,
benefits or privileges  previously  described in Section 3(c), (d) and (e) which
would adversely  affect the Executive's  rights or benefits  thereunder,  unless
such change occurs pursuant to a program applicable to all executive officers of
the Bank and does not result in a proportionately  greater adverse change in the
rights of, or benefits to, the  Executive as compared  with any other  executive
officer of the Bank.  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.

     4. Loyalty; Noncompetition.

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

     (b) Nothing contained in this Section 4 shall be deemed to prevent or limit
the right of Executive 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.

<PAGE>

     5.  Standards.  During  the term of this  Agreement,  the  Executive  shall
perform his duties in  accordance  with such  reasonable  standards  expected of
executives with comparable  positions in comparable  organizations and as may be
established from time to time by the Board of Directors.

     6. Termination and Termination  Pay. The Executive's  employment under this
Agreement shall be terminated upon any of the following occurrences:

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

     (b) The Board of Directors may terminate the Executive's  employment at any
time, but any termination by the Board of Directors  other than  termination for
Just Cause,  shall not prejudice the Executive's  right to compensation or other
benefits  under the  Agreement.  The  Executive  shall  have no right to receive
compensation or other benefits for any period after  termination for Just Cause.
The Board may within its sole  discretion,  acting in good faith,  terminate the
Executive  for  Just  Cause  and  shall  notify  such   Executive   accordingly.
Termination  for  "Just  Cause"  shall  include   termination   because  of  the
Executive'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.

<PAGE>

     (c) The  voluntary  termination  by the  Executive  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 9(b), in which case the Executive
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

     7. Regulatory Exclusions.

     (a) If the  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 (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 within its discretion (i) pay the Executive all or
part of the compensation  withheld while its contract obligations were suspended
and (ii) reinstate any of its obligations which were suspended.

     (b)  If  the  Executive  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.

     (c) 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.

     (d) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of the  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.

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

     8.  Disability.  If the Executive shall become disabled or incapacitated to
the extent  that he 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,  Executive  shall  nevertheless  continue to
receive the compensation and benefits provided under the terms of the disability
insurance  purchased by the Bank on behalf of the  Executive in effect as of the
Effective Date of this Agreement. Upon returning to active full-time employment,
the  Executive'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 Executive returns to active employment on other than a full-time basis, then
his  compensation  (as set  form in  Section  3(a) 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.

     9. Change in Control.

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the involuntary  termination of Executive's  employment  during the term of this
Agreement  following  any Change in Control of the Bank or Parent,  or within 24
months thereafter of such Change in Control,  absent Just Cause, Executive shall
be paid an amount  equal to the  product of 1.50 times the Base Salary in effect
as of the  date  of  the  Change  in  Control  or the  date  of  termination  of
employment,  whichever  is  greater.  Said sum shall be paid,  at the  option of
Executive,  either  in one  (1)  lump  sum  within  thirty  (30)  days  of  such
termination  of service or in periodic  payments  over the next 18 months or the
remaining term of this Agreement whichever is less, as if Executive's employment
had not been terminated,  and such payments shall be in lieu of any other future
payments  which the  Executive  would be  otherwise  entitled  to receive  under
Section 6 of this Agreement. In addition, the Executive shall receive a lump-sum
bonus  equal to the fair  market  value of the  Executive  Car,  which bonus the
Executive  may elect to forego in exchange  for the title and  ownership  of the
Executive Car.  Notwithstanding  the forgoing,  all sums payable  hereunder when
aggregated  with all other  payments to be made to the  Executive by the Bank or
the Parent  shall be deemed an "excess  parachute  payment" in  accordance  with

<PAGE>

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. The term "Change in Control" shall refer to (i) the
sale of all, or a material  portion,  of the assets of the  Savings  Bank or the
Parent;  (ii) the merger or  recapitalization  of the Savings Bank or the Parent
whereby  the Savings  Bank or the Parent is not the  surviving  entity;  (iii) a
change of the Savings Bank or the Parent,  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 Savings Bank
or the Parent by any person,  trust, entity or group. The term "person" means an
individual  other than the  Executive,  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,
Executive  may  voluntarily  terminate  his  employment  during the term of this
Agreement  following  a Change  in  Control  of the Bank or  Parent,  or  within
twenty-four  months  following  such  Change in  Control,  and  Executive  shall
thereupon  be entitled to receive the payment  described in Section 9(a) of this
Agreement,  upon the occurrence,  or within 120 days  thereafter,  of any of the
following  events,  which have not been consented to in advance by the Executive
in writing: (i) if Executive would be required to move his personal residence or
perform his principal  executive functions more than thirty-five (35) miles from
the Executive's  primary office as of the signing of this Agreement;  (ii) if in
the organizational  structure of the Bank, Executive would be required to report
to a person or persons  other than the Board of Directors of the Bank;  (iii) if
the Bank should fail to maintain  Executive's base  compensation in effect as of
the date of the Change in Control  and the  existing  employee  benefits  plans,
including  material fringe benefit,  stock option and retirement  plans; (iv) if
Executive  would be  assigned  duties  and  responsibilities  other  than  those
normally associated with his position as referenced at Section 1, herein; (v) if
Executive's  responsibilities  or  authority  have  in any way  been  materially
diminished or reduced;  or (vi) if Executive would not be reelected to the Board
of Directors of the Bank.

<PAGE>

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

     11. 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
Executive,  the Executive  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

     12.  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 Bank to sign on its
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.

     13.   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 Wyoming.

     14. Nature of Obligations. Nothing contained herein shall create or require
the Bank 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 Bank hereunder,  such right shall be no greater than the right
of any unsecured general creditor of the Bank.

     15.  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.

     16. Severability. The provision of this Agreement shall be deemed severable
and the invalidity or  unenforceability of any provision of this Agreement shall
not  affect the  validity  or  enforceability  of the other  provisions  of this
Agreement, which shall remain in full force and effect.

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

<PAGE>

     18. Confidential Information. The Executive acknowledges that during his or
her employment he or she will learn and have access to confidential  information
regarding  the  Savings  Bank and the Parent and its  customers  and  businesses
("Confidential Information"). The Executive agrees and covenants not to disclose
or use for his or her own benefit, or the benefit of any other person or entity,
any such  Confidential  Information,  unless  or until the  Savings  Bank or the
Parent  consents to such  disclosure or use or such  information  becomes common
knowledge  in the  industry or is otherwise  legally in the public  domain.  The
Executive shall not knowingly disclose or reveal to any unauthorized  person any
Confidential  Information  relating to the  Savings  Bank,  the  Parent,  or any
subsidiaries  or affiliates,  or to any of the businesses  operated by them, and
the Executive confirms that such information  constitutes the exclusive property
of the Savings Bank and the Parent. The Executive shall not otherwise  knowingly
act or conduct himself (a) to the material  detriment of the Savings Bank or the
Parent, or its subsidiaries, or affiliates, or (b) in a manner which is inimical
or  contrary to the  interests  of the  Savings  Bank or the  Parent.  Executive
acknowledges  and agrees that the existence of this  Agreement and its terms and
conditions  constitutes  Confidential  Information  of the Savings Bank, and the
Executive agrees not to disclose the Agreement or its contents without the Prior
written consent of the Savings Bank.  Notwithstanding the foregoing, the Savings
Bank  reserves  the  right  in its sole  discretion  to make  disclosure  of the
Agreement as it deems necessary or appropriate in compliance with its regulatory
reporting requirements. Notwithstanding anything herein to the contrary, failure
by the Executive to comply with the provisions of this Section may result in the
immediate termination of the Agreement within the sole discretion of the Savings
Bank,  disciplinary  action  against the  Executive  taken by the Savings  Bank,
including but not limited to the  termination of employment of the Executive for
breach of the Agreement and the  provisions of the Section,  and other  remedies
that may be available in law or in equity.

     19. 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.


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


                                               TRI-COUNTY FEDERAL SAVINGS BANK

                                               By: /s/ Larry C. Goddard

ATTEST:

/s/ Carl F. Rupp
Secretary



WITNESS:

/s/ Earl F. Warren, Jr.                            /s/ Robert L. Savage
                                                       Executive