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                                                                   EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is effective as of July 24, 1997, (the
"Commencement Date") between West Allis Savings Bank (the "Bank"), a
state-chartered savings bank having its principal offices at 7401 West
Greenfield Avenue, West Allis, WI 53214, its successors and assigns, and
ELIZABETH BORST (the "Executive").


                                    RECITALS

         WHEREAS, Executive is a key employee, whose extensive background,
knowledge and experience in the financial services industry will substantially
benefit the Bank and whose employment as an executive member of its management
team in the position of Senior Vice President, Sales & Marketing ("Corporate
Position") will benefit the Bank in the future; and

         WHEREAS, the parties are mutually desirous of entering into this
Agreement setting forth the terms and conditions for the employment relationship
between the Bank and Executive; and

         WHEREAS, the Bank's Board of Directors has approved and authorized its
entry into this Agreement with Executive.


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below:

         1.       Employment. Bank shall employ Executive, and Executive shall
serve Bank, on the terms and conditions set forth in this Agreement, for the
period set forth in section 2 of this Agreement.

         2.       Term of Employment. The period of Executive's employment under
this Agreement shall begin as of the Commencement Date and expire on the third
anniversary of the last day of the month preceding the Commencement Date (which
for purposes of this Agreement, shall be designated as January 1, 1998), unless
sooner terminated as provided herein; provided that, on each annual anniversary
of the last day of said month, the term of employment may be extended by action
of the Bank's Board of Directors to add one additional year to the remaining
term of employment annually restoring such term to a full three-years. The Board
of Directors or Executive shall each provide the other with at least ninety (90)
days' advance written notice of any decision on their respective parts not to
extend the Agreement on its Anniversary Date. The term of employment as in
effect from time to time hereunder shall be referred to as the "Employment
Term".



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         3.       Position and Duties. Subject to Section 5(iv)(B), Executive
shall serve the Bank in her Corporate Position as its Senior Vice President,
Sales & Marketing, together with such other duties and responsibilities as may
be appropriate to Executive's position and as may be from time to time
determined by the Bank's President and Board of Directors to be necessary to its
operations and in accordance with its bylaws.

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

                  (i)   Base Salary. During the Employment Term, Executive shall
         receive a base salary ("Base Salary") in such amount as may from time
         to time be approved by the Board. The Base Salary shall at no time be
         less than $72,450 per annum unless Executive and Bank mutually agree to
         some lesser amount. No increase in Base Salary or other compensation
         granted by the Board shall in any way limit or reduce any other
         obligation of the Bank under this Agreement and, once established at a
         specified annual rate, Executive's Base Salary under this Agreement
         shall not thereafter be reduced except as part of a general pro-rata
         reduction in compensation applicable to all Bank Executive Officers;
         provided, however, that no such reduction shall be permitted following
         a "change in control" as defined herein. Executive's Base Salary and
         other compensation shall be paid in accordance with the Bank's regular
         payroll practices, as then in effect.

                  (ii)  Bonus Payments. In addition to Base Salary, Executive
         shall be entitled, during the Employment Term, to participate in and
         receive payments from all bonus and other incentive compensation plans
         (as currently in effect, as modified from time to time, or as
         subsequently adopted); provided, however, that nothing contained herein
         shall grant Executive the right to continue in any bonus or other
         incentive compensation plan following its discontinuance by the Board
         (except to the extent Executive had earned or otherwise accumulated
         vested rights therein prior to such discontinuance).

                  For purposes of this Agreement, the term "Executive Officers"
         shall mean all officers of the Bank having written Employment
         Agreements.

                  (iii) Other Benefits. During the Employment Term, the Bank
         shall provide to Executive all other benefits of employment (or, with
         Executive's consent, equivalent benefits) generally made available to
         other Executive Officers. Such benefits shall include participation by


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         Executive in any group health, life, disability, or similar insurance
         program, and in any pension, profit sharing, Employee Stock Ownership
         Plan ("ESOP") deferred compensation, 401(k) or other or similar
         retirement program. In addition, Executive shall participate in any
         stock purchase, stock option or stock appreciation rights, plans, or
         any other stock based program of any type, made available by the Bank
         to such Executive Officers.

                  Executive shall be entitled to vacation, sick time, personal
         days and other perquisites in the same manner and to the same extent as
         provided under Bank policies as in effect from time to time for its
         other Executive Officers.

                  Nothing contained herein shall be construed as granting
         Executive the right to continue in any benefit plan or program, or to
         receive any other perquisite of employment provided under this
         paragraph 4(iii) (except to the extent Executive had previously earned
         or accumulated vested rights therein) following termination or
         discontinuance of such plan, program or perquisite by the Board.

         5.       Termination. This Agreement may be terminated, subject to
payment of the compensation and other benefits described below, upon occurrence
of any of the events described herein. 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, "disability" shall mean Executive's inability,
         as the result of physical or mental incapacity, to substantially
         perform her duties with the Bank for a period of 180 consecutive days.
         Any question as to the existence of Executive's disability upon which
         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 her principal residence. The
         costs of any such medical examination shall be borne by the Bank. If
         Executive is terminated due to disability, she shall be paid 100% of
         her Base Salary at the rate in effect at the time notice of termination
         is given for one year and thereafter an annual amount equal to 75% of
         such Base Salary for any remaining portion of the Employment Term, such
         amounts to be paid in substantially equal monthly installments and
         offset by any monthly payments actually


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         received by Executive during such payment period from (i) any
         disability plans provided by the Bank, and/or (ii) any governmental
         social security or workers compensation program.

                  As used in this Agreement, the term "retirement" shall mean
         Executive's retirement in accordance with and pursuant to any Bank
         retirement plan generally applicable to its Executive Officers or in
         accordance with any retirement arrangement established for Executive
         with her consent.

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

                  (ii)  Cause. The Bank may terminate 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 in which
         she was vested or to which she was otherwise entitled under Section 4,
         and the plans and programs provided therein, by reason of employment
         through the Termination Date.

                  For purposes of this Agreement, "Cause" shall mean:

                  (A)      The willful failure by Executive to substantially
                           perform her duties with the Bank (other than any such
                           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 her 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 United
                           States;


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                  (D)      A criminal conviction of Executive for the commission
                           of any felony;

                  (E)      A breach of fiduciary duty involving personal profit;

                  (F)      A willful violation of any law, rule or regulation or
                           final cease and desist order; or

                  (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 Executive's part shall be deemed "willful" unless done, or
         omitted to be done, by 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 her employment under this Agreement at any time
         by giving at least ninety (90) days prior written notice to the Bank.
         In such event, Executive shall receive all compensation and other
         benefits in which she was vested or to which she was otherwise entitled
         under Section 4 through the date specified in such notice (the
         "Termination Date"), in addition to all other benefits available to her
         under Bank benefit plans 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
         her employment under this


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         Agreement by giving at least ninety (90) days prior written notice to
         the Bank at any time (i) within twelve (12) months of the effective
         date of a "change in control", or (ii) 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 her
                           positions, duties and responsibilities immediately
                           prior to any change in control;

                  (B)      Executive is removed from, or the Board fails to
                           re-elect Executive to, her Corporate Position, except
                           (i) in connection with termination of Executive's
                           employment for cause, disability or retirement, or
                           (ii) in connection with any change in control after
                           which the Bank is not the continuing or surviving
                           corporation (unless the successor organization has
                           executed an agreement as required by Section 7(i)(A)
                           and the removal or failure to re-elect is limited to
                           her Corporate Position with the Bank);

                  (C)      Executive's Base Salary is reduced or the Executive
                           experiences in any year a reduction of the ratio of
                           her bonus payment to her Base Salary which is 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 (including
                           the executive officers of any successor to or
                           acquiror of the Bank) or any other 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 Milwaukee; or

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


                  (v)      Suspension or Termination Required by the
         Commissioner or the FDIC.

                  (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.ss.


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                           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 may, in its discretion, (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. ss. 1818(e)(4) or (g)(1)], the obligations
                           of the Bank under the Agreement shall terminate as of
                           the effective date of the order, provided that any
                           vested rights of the Executive to compensation and/or
                           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,
                           but this paragraph shall not affect any vested rights
                           of the Executive.

                  (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
                           Commissioner, 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
                           Commissioner at the time that office approves a
                           supervisory merger to resolve problems related to
                           operation of the Bank or when the Bank is determined
                           by the Commissioner 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.

                  (vi)     Termination by Bank Other Than Due to Death,
         Disability, Retirement, or For Cause. If this Agreement is terminated
         by the Bank for any reason other than death,



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         disability, retirement or for cause as set forth in Section 5(i) or
         (ii), then following the Termination Date:

                  (A)      In lieu of any further salary payments to Executive
                           for a period subsequent to the Termination Date,
                           Executive shall receive Severance Pay in the amount
                           of one (1) year's Base Salary (based on her highest
                           Base Salary within the three (3) years preceding her
                           Date of Termination) payable in accordance with the
                           Bank's normal payroll practice and beginning with the
                           first normal pay date following her Date of
                           Termination.

                  (B)      In addition to such Base Salary payments, Executive
                           shall receive all other compensation and benefits in
                           which she was vested or to which she was otherwise
                           entitled under Section 4 and the plans and programs
                           provided therein by reason of employment through the
                           Termination Date.

                  (C)      In the event of termination of Executive under this
                           subsection 5(vi) following a "change in control" and
                           within the greater of twelve (12) months or the
                           Employment Term remaining under the Agreement as of
                           the effective date of such "change in control",
                           Executive shall have the option of having this
                           subsection 5(vi) or subsection 5(vii) applicable to
                           such termination.

                  (vii) Benefits Upon Termination by Executive After a "Change
         in Control". If this Agreement is terminated by Executive pursuant to
         Section 5 (iv) after a "change in control", then, following the
         Termination Date:

                  (A)      In lieu of any further salary payments to Executive
                           for a period subsequent to the Termination Date,
                           Executive shall receive severance pay in the form of
                           payments continuing for the then remaining unexpired
                           portion of the Employment Term in the amount and at
                           the times provided in Section 4(i) and (ii).
                           Executive may elect to receive such payments
                           ("Severance Payments") in one lump sum, calculated on
                           the basis of her average annual compensation for the
                           past three years multiplied by the time remaining to
                           the end of the term of this Agreement, subject to
                           limitations set forth in Section 6 below; provided
                           that the amount of such Severance Payment shall not
                           in any event be less than three (3) year's
                           compensation for Executive based on Executive's
                           annual compensation as of the


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                           Termination Date.

                  (B)      In addition to the retirement benefits to which
                           Executive is entitled under all tax qualified
                           retirement plans maintained by the Bank (hereinafter
                           collectively referred to as "Plan"), as amended from
                           time to time, Executive shall receive as additional
                           severance benefits a retirement benefit paid under
                           this Agreement, which benefit (except as provided
                           below) shall be determined in accordance with, and
                           paid under this Agreement in the form and at the
                           times provided in, the Plan. Such benefits shall be
                           determined as if Executive were fully vested under
                           the Plan and had accumulated (after any termination
                           under this Agreement) the additional years of credit
                           service under the Plan that she would have received
                           had she continued in the employment of the Bank for
                           the balance of the 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 received by Executive
                           during each such additional year for purposes of
                           determining her additional retirement benefits under
                           this Subsection 5(vi).

                  (C)      In addition to other amounts payable to Executive
                           under this Section 5, Executive shall be entitled to
                           receive all other benefits in which she was vested or
                           to which she was otherwise entitled under Section 4
                           and the plans and programs provided therein by reason
                           of employment through the Termination Date, together
                           with the continuation of other benefits under Section
                           4(iii), excepting those Section 4(ii) provisions
                           relating to stock options or similar stock programs
                           in which Executive had no interest as of the date of
                           termination of her employment, for the remaining
                           unexpired portion of the Employment Term subject to
                           the limitations set forth in Section 6 below.

         6.       Limitations on Termination Compensation. In the event that the
severance benefits payable to Executive under Subsection 5(vii) ("Severance
Benefits"), or any other payments or benefits received or to be received by
Executive from the Bank (whether payable pursuant to the terms of this
Agreement, any other plan, agreement or arrangement with the Bank or any
corporation ("Affiliate") affiliated with the Bank within the meaning of


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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 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 times the average of the annual compensation
payable to Executive by the Bank (or an Affiliate) and includable in 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 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 (i) Executive
shall have effectively waived her receipt or enjoyment of any such payment or
benefit which triggered the applicability of this Section 6, or (ii) 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
includable in Executive's gross income in respect of her 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.

         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
Executive's request, no Severance Benefits payable under this Agreement shall be
made to Executive until after fifteen (15) days from the date of such ruling.
For purposes of this Section 6, 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 Service declines, for any reason, to provide the ruling
requested, the tax counsel's opinion provided with respect to what payments or
benefits constitute "parachute payments" shall control, and the period during
which the Severance Benefits may be deferred shall


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be extended to a date fifteen (15) days from the date of the Service's notice
indicating that no ruling would be forthcoming.

         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 agreed 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.       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 have been required to
                           perform if no such succession had taken place or to
                           re-execute this Agreement as provided pursuant to
                           section 5(iv). If such succession is the result of a
                           "change in control" as defined herein, such
                           assumption shall specifically preserve to Executive,
                           for the greater of twelve (12) months or the then
                           remaining term of this Agreement, the same rights and
                           remedies (recognizing them as being available and
                           applicable as the result of the "change in control"
                           effectuating said succession) provided under this
                           Agreement upon a "change in control".

                                    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 7 or which otherwise becomes bound by
                           the terms and provisions of 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 Executive
                           as her exclusive remedy to compensation from the Bank
                           in the same amount and on the same terms as she would
                           be entitled to under this Agreement if she terminated
                           her employment under


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                           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
                           transferable 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
                           Executive.

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

                  (ii) Non-competition Provision. Executive acknowledges that
         the development of personal contacts and relationships is an essential
         element of the savings and loan business, that Bank has invested
         considerable time and money in her development of such contacts and
         relationships, that Bank could suffer irreparable harm if she were to
         leave employment and solicit the business of Bank customers, and that
         it is reasonable to protect 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 (but not as the result of an election by
         the Bank) not to continue automatic annual renewals, Executive shall
         not accept employment with any Significant Competitor of Bank for a
         period of twelve (12) 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
         with Bank, or during the period of this covenant not to compete, has a
         home, branch or other office in any county in which Bank has an office
         or which has, during the twelve (12) months preceding Executive's
         termination, originated, or which during the period of this covenant
         not to compete originates, more than $1,000,000 in commercial or
         mortgage loans secured by real property in any such county.

                  Executive agrees that the non-competition provisions set forth
         herein are necessary for the protection of Bank and are reasonably
         limited as to (i) the scope of activities


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         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 Bank brings legal
         action for injunctive or other relief, 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 Bank
         is the prevailing party it shall be entitled to reimbursement for all
         reasonable costs, including attorneys' fees, incurred in enforcing its
         rights hereunder.

                  (iii) Notice. For purposes 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
         Bank States registered mail, return receipt requested, postage prepaid,
         addressed as follows:

                           If to the Bank:

                           West Allis Savings Bank
                           7401 West Greenfield Avenue
                           P. O. Box 14307
                           West Allis, WI  53214

         or if to Executive, at the address set forth below:

                           Ms. Elizabeth S. Borst
                           10505 West Woodward Avenue
                           Wauwatosa, WI  53222


         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.

                  (iv)  Expenses. If any legal proceeding is necessary to
         enforce or interpret the terms of 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.


                                      -13-
<PAGE>   14

                  Notwithstanding the foregoing, in the event of a legal
         proceeding to enforce or interpret the terms of this Agreement
         following a change in control, or a re-execution of this Agreement
         pursuant to section 5(iv), Executive shall be entitled to recover from
         the Bank (A) reasonable attorney's fees and necessary costs and
         disbursements incurred in such litigation if Executive is the
         prevailing party, or (B) reasonable attorneys fees and necessary costs
         and disbursements of up to $7,500 incurred in such litigation if
         Executive is not the prevailing party. Recovery of attorneys fees and
         costs as provided herein following a change in control or re-execution
         shall be in addition to any other relief to which Executive may be
         entitled.

                  (v)    Withholding. The Bank shall be entitled to withhold
         from amounts to be paid to 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.

                  (vi)   Miscellaneous. No provision of this Agreement may be
         amended, waived or discharged unless such amendment, waiver of
         discharge is agreed to in writing and signed by Executive and such Bank
         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.

                  (vii)  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.

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

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


                                      -14-
<PAGE>   15

                  (x)    Effective Date. The effective date of this Agreement
         shall be the date indicated in the first section of 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:


                             ---------------------------------------------------
                             Elizabeth S. Borst
                             10505 West Woodward Avenue
                             Wauwatosa, WI 53222



                             WEST ALLIS SAVINGS BANK

                             (CORPORATE SEAL)





                             ---------------------------------------------------
                             James D. Smessaert
                             President/CEO



                             ---------------------------------------------------
                             Peter A. Gilbert
                             Director/Corporate Secretary



                                      -15-