EXHIBIT 10(5)
                                                                   -------------


                              EMPLOYMENT AGREEMENT


          This  Agreement,  made and dated as of July 1,  2001,  by and  between
Union  Federal  Savings  and  Loan  Association,  a  federal  savings  and  loan
association  ("Employer"),  and  Joseph E.  Timmons,  a resident  of  Montgomery
County, Indiana ("Employee").


                               W I T N E S S E T H


          WHEREAS,  Employee is employed  by Employer as its  President  and has
made valuable  contributions  to the  profitability  and  financial  strength of
Employer;

          WHEREAS,  Employer  desires to encourage  Employee to continue to make
valuable  contributions  to Employer's  business  operations  and not to seek or
accept employment elsewhere;

          WHEREAS,   Employee   desires  to  be  assured  of  a  secure  minimum
compensation from Employer for his services over a defined term;

          WHEREAS, Employer desires to assure the continued services of Employee
on  behalf  of  Employer  on  an  objective  and  impartial  basis  and  without
distraction  or conflict of interest in the event of an attempt by any person to
obtain control of Employer or Union Community  Bancorp (the "Holding  Company"),
the Indiana  corporation  which owns all of the issued and  outstanding  capital
stock of Employer;

          WHEREAS,  Employer  recognizes  that when faced with a proposal  for a
change of control of  Employer  or the  Holding  Company,  Employee  will have a
significant  role in helping  the Boards of  Directors  assess the  options  and
advising the Boards of  Directors on what is in the best  interests of Employer,
the Holding Company,  and its shareholders,  and it is necessary for Employee to
be able to provide  this  advice and counsel  without  being  influenced  by the
uncertainties of his own situation;

          WHEREAS,  Employer desires to provide fair and reasonable  benefits to
Employee on the terms and subject to the conditions set forth in this Agreement;

          WHEREAS,  Employer desires  reasonable  protection of its confidential
business  and  customer  information  which it has  developed  over the years at
substantial  expense and assurance  that Employee will not compete with Employer
for a  reasonable  period  of time  after  termination  of his  employment  with
Employer, except as otherwise provided herein.

          NOW,  THEREFORE,  in  consideration  of  these  premises,  the  mutual
covenants and  undertakings  herein  contained  and the continued  employment of
Employee by Employer as its President,  Employer and Employee, each intending to
be legally bound, covenant and agree as follows:


<PAGE>



          1. Upon the  terms and  subject  to the  conditions  set forth in this
Agreement,  Employer  employs  Employee as  Employer's  President,  and Employee
accepts such employment.

          2.  Employee  agrees to serve as  Employer's  President and to perform
such duties in that office as may  reasonably  be assigned to him by  Employer's
Board of Directors; provided, however, that such duties shall be performed in or
from the offices of Employer currently located at Crawfordsville,  Indiana,  and
shall be of the same  character  as those  previously  performed by Employee and
generally  associated  with the office held by Employee.  Employee  shall not be
required to be absent from the location of the  principal  executive  offices of
Employer on travel status or otherwise  more than 45 days in any calendar  year.
Employer  shall not,  without  the  written  consent of  Employee,  relocate  or
transfer  Employee  to a  location  more than 30 miles from  Employer's  primary
office. Employee shall render services to Employer as President in substantially
the same manner and to  substantially  the same extent as Employee  rendered his
services  to  Employer  before the date  hereof.  While  employed  by  Employer,
Employee  shall  devote  substantially  all his  business  time and  efforts  to
Employer's  business  during regular  business hours and shall not engage in any
other related business. Employer shall nominate the Employee to successive terms
as a member of  Employer's  Board of Directors and shall use its best efforts to
elect and re-elect Employee as a member of such Board.

          3.  The  term of this  Agreement  shall  begin  on July 1,  2001  (the
"Effective  Date") and shall end on the date which is three years following such
date, subject to earlier termination as provided herein.  Beginning on the first
anniversary of the Effective Date, and on each anniversary thereafter,  the term
of this Agreement  shall be extended for a period of one year in addition to the
then-remaining  term  provided  that (1)  Employer  has not given  notice to the
Employee in writing at least 90 days prior to such  anniversary that the term of
this Agreement shall not be extended further, and (2) prior to such anniversary,
the Board of Directors of Employer explicitly reviews and approves the extension
(such term, including any extension thereof,  shall herein be referred to as the
"Term").

          4. Employee  shall  receive an annual salary of ______________________
("Base Compensation") payable at regular intervals in accordance with Employer's
normal payroll  practices now or hereafter in effect.  Employer may consider and
declare from time to time  increases in the salary it pays  Employee and thereby
increases in his Base Compensation.  Prior to a Change of Control,  Employer may
also declare  decreases in the salary it pays Employee if the operating  results
of Employer  are  significantly  less  favorable  than those for the fiscal year
ending December 31, 2000, and Employer makes similar  decreases in the salary it
pays to  other  executive  officers  of  Employer.  After a Change  in  Control,
Employer shall consider and declare  salary  increases  based upon the following
standards:

          Inflation;

          Adjustments to the salaries of other senior management personnel; and



<PAGE>



          Past performance of Employee and the contribution which Employee makes
          to the business and profits of Employer during the Term.

Any and all increases or decreases in Employee's salary pursuant to this section
shall cause the level of Base  Compensation  to be increased or decreased by the
amount of each such  increase or decrease  for purposes of this  Agreement.  The
increased or decreased  level of Base  Compensation  as provided in this section
shall  become the level of Base  Compensation  for the  remainder of the Term of
this  Agreement  until  there  is  a  further   increase  or  decrease  in  Base
Compensation as provided herein.

          5. So long as  Employee  is  employed  by  Employer  pursuant  to this
Agreement,  he shall be  included  as a  participant  in all  present and future
employee  benefit,  retirement,  and compensation  plans generally  available to
employees of Employer, consistent with his Base Compensation and his position as
President of Employer, including, without limitation,  Employer's or the Holding
Company's  pension  plan,  thrift  plan,  Stock  Option  Plan,  Recognition  and
Retention Plan and Trust,  Employee Stock Ownership  Plan, and  hospitalization,
disability and group life  insurance  plans,  each of which  Employer  agrees to
continue in effect on terms no less favorable than those  currently in effect as
of the date  hereof (as  permitted  by law)  during  the Term of this  Agreement
unless  prior to a Change of  Control  the  operating  results of  Employer  are
significantly  less favorable than those for the fiscal year ending December 31,
2000,  and unless  (either  before or after a Change of Control)  changes in the
accounting,  legal,  or tax  treatment  of such  plans  would  adversely  affect
Employer's  operating results or financial  condition in a material way, and the
Board  of  Directors  of  Employer  or  the  Holding   Company   concludes  that
modifications to such plans need to be made to avoid such adverse effects.

          6. So long as  Employee  is  employed  by  Employer  pursuant  to this
Agreement, Employee shall receive reimbursement from Employer for all reasonable
business  expenses  incurred in the course of his  employment by Employer,  upon
submission to Employer of written  vouchers and  statements  for  reimbursement.
Employee shall attend, upon the prior approval of Employer's Board of Directors,
those professional meetings, conventions, and/or similar functions that he deems
appropriate and useful for purposes of keeping  abreast of current  developments
in the industry and/or promoting the interests of Employer.  So long as Employee
is employed by Employer pursuant to the terms of this Agreement,  Employer shall
continue in effect  vacation  policies  applicable to Employee no less favorable
from his point of view than those  written  vacation  policies  in effect on the
date  hereof.  So long as Employee  is  employed  by  Employer  pursuant to this
Agreement,  Employee shall be entitled to office space and working conditions no
less favorable than were in effect for him on the date hereof.

          7. Subject to the  respective  continuing  obligations of the parties,
including but not limited to those set forth in subsections 9(A), 9(B), 9(C) and
9(D) hereof,  Employee's  employment by Employer may be terminated  prior to the
expiration of the Term of this Agreement as follows:

          (A)       Employer,  by  action  of its  Board of  Directors  and upon
                    written  notice  to  Employee,   may  terminate   Employee's
                    employment with Employer immediately for cause. For purposes
                    of this  subsection  7(A),  "cause"  shall be defined as (i)
                    personal  dishonesty,   (ii)  incompetence,   (iii)  willful
                    misconduct, (iv) breach of fiduciary duty involving personal
                    profit,  (v)  intentional  failure to perform stated duties,
                    (vi)  willful  violation  of any law,  rule,  or  regulation
                    (other than traffic violations or similar offenses) or final
                    cease-and-desist  order, or (vii) any material breach of any
                    provision of this Agreement.

          (B)       Employer,  by action of its Board of Directors may terminate
                    Employee's  employment  with  Employer  without cause at any
                    time; provided,  however, that the "date of termination" for
                    purposes of determining  benefits  payable to Employee under
                    subsection  8(B)  hereof  shall be the date which is 60 days
                    after Employee receives written notice of such termination.

          (C)       Employee,  by written notice to Employer,  may terminate his
                    employment with Employer immediately for cause. For purposes
                    of this subsection 7(C), "cause" shall be defined as (i) any
                    action  by  Employer's  Board of  Directors  to  remove  the
                    Employee  as  President   of  Employer,   except  where  the
                    Employer's  Board  of  Directors  properly  acts  to  remove
                    Employee   from  such  office  for  "cause"  as  defined  in
                    subsection 7(A) hereof,  (ii) any action by Employer's Board
                    of  Directors  to  materially  limit,  increase,  or  modify
                    Employee's duties and/or authority as President of Employer,
                    (iii) any failure of Employer  to obtain the  assumption  of
                    the obligation to perform this Agreement by any successor or
                    the  reaffirmation  of  such  obligation  by  Employer,   as
                    contemplated  in  section 20  hereof;  or (iv) any  material
                    breach by Employer of a term,  condition or covenant of this
                    Agreement.

          (D)       Employee,  upon sixty (60) days written  notice to Employer,
                    may terminate his employment with Employer without cause.

          (E)       Employee's  employment  with Employer shall terminate in the
                    event  of  Employee's  death  or  disability.  For  purposes
                    hereof,   "disability"   shall  be  defined  as   Employee's
                    inability  by reason of illness or other  physical or mental
                    incapacity to perform the duties  required by his employment
                    for any  consecutive  One Hundred  Eighty  (180) day period,
                    provided that notice of any termination by Employer  because
                    of Employee's "disability" shall have been given to Employee
                    prior to the full  resumption by him of the  performance  of
                    such duties.

          8. In the event of termination of Employee's  employment with Employer
pursuant to section 7 hereof, compensation shall continue to be paid by Employer
to Employee as follows:

          (A)       In the event of termination  pursuant to subsection  7(A) or
                    7(D),  compensation  provided  for  herein  (including  Base
                    Compensation)  shall continue to be paid, and Employee shall
                    continue to participate in the employee benefit, retirement,
                    and compensation  plans and other perquisites as provided in
                    sections  5 and 6 hereof,  through  the date of  termination
                    specified in the notice of termination. Any benefits payable
                    under  insurance,  health,  retirement  and bonus plans as a
                    result of  Employee's  participation  in such plans  through
                    such date shall be paid when due under those plans. The date
                    of  termination  specified  in  any  notice  of  termination
                    pursuant to subsection  7(A) shall be no later than the last
                    business  day of the month in which such  notice is provided
                    to Employee.

          (B)       In the event of termination  pursuant to subsection  7(B) or
                    7(C),  compensation  provided  for  herein  (including  Base
                    Compensation)  shall continue to be paid, and Employee shall
                    continue to participate in the employee benefit, retirement,
                    and compensation  plans and other perquisites as provided in
                    sections  5 and 6 hereof,  through  the date of  termination
                    specified in the notice of termination. Any benefits payable
                    under  insurance,  health,  retirement  and bonus plans as a
                    result of  Employee's  participation  in such plans  through
                    such  date  shall be paid  when due under  those  plans.  In
                    addition,  Employee shall be entitled to continue to receive
                    from Employer his Base  Compensation  at the rates in effect
                    at the time of termination (1) for three additional l2-month
                    periods  if the  termination  follows a Change of Control or
                    (2)  for  the  remaining   Term  of  the  Agreement  if  the
                    termination  does  not  follow  a  Change  of  Control.   In
                    addition,  during such  periods,  Employer  will maintain in
                    full force and effect for the continued  benefit of Employee
                    each employee welfare benefit plan and each employee pension
                    benefit  plan (as such  terms are  defined  in the  Employee
                    Retirement Income Security Act of 1974, as amended) in which
                    Employee was entitled to  participate  immediately  prior to
                    the  date  of  his   termination,   unless  an   essentially
                    equivalent  and no less  favorable  benefit is provided by a
                    subsequent  employer  of  Employee.  If  the  terms  of  any
                    employee  welfare  benefit plan or employee  pension benefit
                    plan of Employer do not permit  continued  participation  by
                    Employee,  Employer  will  arrange to provide to  Employee a
                    benefit  substantially  similar  to,  and no less  favorable
                    than, the benefit he was entitled to receive under such plan
                    at the end of the period of  coverage.  For purposes of this
                    Agreement,  a "Change of Control"  shall mean an acquisition
                    of  "control" of the Holding  Company or of Employer  within
                    the meaning of 12 C.F.R.ss.574.4(a)  (other than a change of
                    control  resulting from a trustee or other fiduciary holding
                    shares of Common Stock under an employee benefit plan of the
                    Holding Company or any of its subsidiaries). Notwithstanding
                    anything to the  contrary  in the  foregoing,  any  benefits
                    payable under this  subsection  8(B) shall be subject to the
                    limitations  on severance  benefits set forth in  Regulatory
                    Bulletin  27a of the  Office  of Thrift  Supervision,  as in
                    effect on the Effective Date.

          (C)       In the event of  termination  pursuant to  subsection  7(E),
                    compensation    provided   for   herein    (including   Base
                    Compensation)  shall continue to be paid, and Employee shall
                    continue to participate in the employee benefit, retirement,
                    and compensation  plans and other perquisites as provided in
                    sections  5 and 6  hereof,  (i) in the  event of  Employee's
                    death,  through  the date of death,  or (ii) in the event of
                    Employee's disability,  through the date of proper notice of
                    disability  as required by  subsection  7(E).  Any  benefits
                    payable under insurance,  health, retirement and bonus plans
                    as a  result  of  Employer's  participation  in  such  plans
                    through such date shall be paid when due under those plans.

          (D)       Employer    will   permit    Employee   or   his    personal
                    representative(s)  or heirs, during a period of three months
                    following  Employee's  termination of employment by Employer
                    for the  reasons  set forth in  subsections  7(B) or (C), if
                    such  termination  follows a Change of  Control,  to require
                    Employer,  upon written request, to purchase all outstanding
                    stock  options  previously  granted  to  Employee  under any
                    Holding  Company stock option plan then in effect whether or
                    not such  options are then  exercisable  at a cash  purchase
                    price  equal to the  amount  by which  the  aggregate  "fair
                    market value" of the shares subject to such options  exceeds
                    the aggregate option price for such shares.  For purposes of
                    this Agreement,  the term "fair market value" shall mean the
                    higher of (1) the  average of the highest  asked  prices for
                    Holding  Company  shares in the  over-the-counter  market as
                    reported  on the  NASDAQ  system if the shares are traded on
                    such  system  for  the  30  business  days   preceding  such
                    termination,  or (2) the average  per share  price  actually
                    paid for the most highly  priced 1% of the  Holding  Company
                    shares  acquired in connection with the Change of Control of
                    the Holding  Company by any person or group  acquiring  such
                    control.

          9. In order to induce Employer to enter into this Agreement,  Employee
hereby agrees as follows:

          (A)       While  Employee is employed by Employer  and for a period of
                    three years after termination of such employment for reasons
                    other  than  those set forth in  subsections  7(B) or (C) of
                    this  Agreement,  Employee  shall not divulge or furnish any
                    trade  secrets  (as  defined in IND.  CODEss.  24-2-3-2)  of
                    Employer  or any  confidential  information  acquired by him
                    while employed by Employer  concerning the policies,  plans,
                    procedures  or customers of Employer to any person,  firm or
                    corporation,   other  than  Employer  or  upon  its  written
                    request,  or use  any  such  trade  secret  or  confidential
                    information   directly  or  indirectly  for  Employee's  own
                    benefit  or  for  the  benefit  of  any   person,   firm  or
                    corporation  other than  Employer,  since such trade secrets
                    and  confidential  information are confidential and shall at
                    all times remain the property of Employer.

          (B)       For a period of three years after  termination of Employee's
                    employment  by  Employer  for  reasons  other than those set
                    forth in subsections 7(B) or (C) of this Agreement, Employee
                    shall  not  directly  or  indirectly   provide   banking  or
                    bank-related   services   to  or  solicit   the  banking  or
                    bank-related  business  of any  customer  of Employer at the
                    time of such  provision  of services or  solicitation  which
                    Employee  served either alone or with others while  employed
                    by Employer in any city, town, borough, township, village or
                    other  place  in  which  Employee   performed  services  for
                    Employer  while  employed  by it,  or assist  any  actual or
                    potential  competitor  of  Employer  to  provide  banking or
                    bank-related  services  to or  solicit  any such  customer's
                    banking or bank-related business in any such place.

          (C)       While  Employee is employed by Employer  and for a period of
                    one year  after  termination  of  Employee's  employment  by
                    Employer   for  reasons   other  than  those  set  forth  in
                    subsections  7(B) or (C) of this  Agreement,  Employee shall
                    not,  directly  or  indirectly,  as  principal,   agent,  or
                    trustee,   or  through   the  agency  of  any   corporation,
                    partnership,  trade association,  agent or agency, engage in
                    any banking or bank-related business which competes with the
                    business  of  Employer  as   conducted   during   Employee's
                    employment by Employer  within a radius of twenty-five  (25)
                    miles of Employer's main office.

          (D)       If  Employee's  employment  by  Employer is  terminated  for
                    reasons  other than those set forth in  subsections  7(B) or
                    (C) of this Agreement,  Employee will turn over  immediately
                    thereafter to Employer all business correspondence, letters,
                    papers,  reports,  customers' lists,  financial  statements,
                    credit   reports  or  other   confidential   information  or
                    documents of Employer or its affiliates in the possession or
                    control  of  Employee,  all of which  writings  are and will
                    continue to be the sole and  exclusive  property of Employer
                    or its affiliates.

If  Employee's  employment  by  Employer is  terminated  during the Term of this
Agreement for reasons set forth in  subsections  7(B) or (C) of this  Agreement,
Employee  shall have no  obligations  to Employer with respect to trade secrets,
confidential information or noncompetition under this section 9.

          10.  Any  termination  of  Employee's   employment  with  Employer  as
contemplated  by section 7 hereof,  except in the  circumstances  of  Employee's
death,  shall  be  communicated  by  written  "Notice  of  Termination"  by  the
terminating  party to the  other  party  hereto.  Any  "Notice  of  Termination"
pursuant  to  subsections  7(A),  7(C)  or  7(E)  shall  indicate  the  specific
provisions  of this  Agreement  relied  upon and shall  set forth in  reasonable
detail  the  facts  and  circumstances  claimed  to  provide  a basis  for  such
termination.

          11. If  Employee  is  suspended  and/or  temporarily  prohibited  from
participating  in the conduct of  Employer's  affairs by a notice  served  under
section  8(e)(3) or (g)(1) of the Federal Deposit  Insurance Act (12 U.S.C.  ss.
1818(e)(3) or (g)(1)),  Employer's  obligations  under this  Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed,  Employer shall (i) pay Employee all
or part of the compensation  withheld while its obligations under this Agreement
were suspended and (ii)  reinstate (in whole or in part) any of its  obligations
which were suspended.

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

          13. If Employer  is in default  (as defined in section  3(x)(1) of the
Federal  Deposit  Insurance  Act), all  obligations  under this Agreement  shall
terminate  as of the date of default,  but this  provision  shall not affect any
vested rights of Employer or Employee.

          14. All obligations under this Agreement shall be terminated except to
the extent  determined  that the  continuation of the Agreement is necessary for
the continued operation of Employer: (i) by the Director of the Office of Thrift
Supervision  or his or her designee  (the  "Director"),  at the time the Federal
Deposit Insurance  Corporation enters into an agreement to provide assistance to
or on behalf of Employer  under the authority  contained in Section 13(c) of the
Federal Deposit  Insurance Act; or (ii) by the Director at the time the Director
approves a  supervisory  merger to resolve  problems  related  to  operation  of
Employer or when  Employer is  determined by the Director to be in an unsafe and
unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by such action.

          15. Anything in this Agreement to the contrary notwithstanding, in the
event that the  Employer's  independent  public  accountants  determine that any
payment by the Employer to or for the benefit of the  Employee,  whether paid or
payable pursuant to the terms of this Agreement,  would be non-deductible by the
Employer for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the amount payable to or for
the benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this section 15, the "Reduced
Amount" shall be the amount which  maximizes the amount payable  without causing
the payment to be  non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise, are
subject to and conditional upon their  compliance with 12 U.S.C.  ss.1828(k) and
any  regulations  promulgated  thereunder,  to the  extent  applicable  to  such
parties.

          16. If a dispute arises regarding the termination of Employee pursuant
to section 7 hereof or as to the interpretation or enforcement of this Agreement
and  Employee  obtains a final  judgment  in his  favor in a court of  competent
jurisdiction  or his claim is settled by Employer  prior to the  rendering  of a
judgment by such a court,  all  reasonable  legal fees and expenses  incurred by
Employee in contesting or disputing any such termination or seeking to obtain or
enforce  any  right or  benefit  provided  for in this  Agreement  or  otherwise
pursuing his claim shall be paid by Employer, to the extent permitted by law.

          17.  Should  Employee die after  termination  of his  employment  with
Employer  while any amounts are payable to him hereunder,  this Agreement  shall
inure  to  the  benefit  of  and  be   enforceable   by  Employee's   executors,
administrators,  heirs,  distributees,  devisees  and  legatees  and all amounts
payable  hereunder  shall be paid in accordance with the terms of this Agreement
to  Employee's  devisee,  legatee  or  other  designee  or,  if there is no such
designee, to his estate.


<PAGE>



          18.  For   purposes   of  this   Agreement,   notices  and  all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have  been  given  when  delivered  or mailed by  United  States  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to Employee:     Joseph E. Timmons
                             413 Englewood Drive
                             Crawfordsville, Indiana 47933

         If to Employer:     Union Federal Savings and Loan Association
                             221 E. Main Street
                             P.O. Box 151
                             Crawfordsville, Indiana 47933

or to such address as either party hereto may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.

          19. The validity,  interpretation,  and  performance of this Agreement
shall be  governed  by the laws of the State of  Indiana,  except  as  otherwise
required by mandatory operation of federal law.

          20. Employer shall require any successor  (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  or  assets  of  Employer,  by  agreement  in form  and  substance
satisfactory to Employee to expressly assume and agree to perform this Agreement
in the same manner and same extent that Employer would be required to perform it
if no such  succession  had taken  place.  Failure of  Employer  to obtain  such
agreement prior to the  effectiveness of any such succession shall be a material
intentional breach of this Agreement and shall entitle Employee to terminate his
employment  with Employer  pursuant to subsection  7(C) hereof.  As used in this
Agreement,  "Employer"  shall mean  Employer  as  hereinbefore  defined  and any
successor to its business or assets as aforesaid.

          21.  No  provision  of  this  Agreement  may be  modified,  waived  or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Employee and Employer. 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  dissimilar  provisions  or  conditions  at the  same or any  prior
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

          22. The  invalidity  or  unenforceability  of any  provisions  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions of this Agreement which shall remain in full force and effect.



<PAGE>


          23. This Agreement may be executed in one or more  counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same agreement.

          24. This  Agreement  is personal  in nature and neither  party  hereto
shall,  without  consent of the other,  assign or transfer this Agreement or any
rights or obligations  hereunder except as provided in section 17 and section 20
above. Without limiting the foregoing,  Employee's right to receive compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in section 17 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.

          IN WITNESS  WHEREOF,  the  parties  have  caused the  Agreement  to be
executed and delivered as of the day and year first above set forth.

                                         UNION FEDERAL SAVINGS AND LOAN
                                         ASSOCIATION


                                         By: /s/ Alan L. Grimble
                                            ------------------------------------
                                            Alan L. Grimble
                                            Executive Vice President

                                                       "Employer"


                                            /s/ Joseph E. Timmons
                                            ------------------------------------
                                            Joseph E. Timmons

                                                       "Employee"


          The  undersigned,   Union  Community  Bancorp,   sole  shareholder  of
Employer,  agrees  that if it  shall  be  determined  for any  reason  that  any
obligations  on the part of Employer to continue to make any  payments due under
this  Agreement to Employee is  unenforceable  for any reason,  Union  Community
Bancorp,  agrees to honor the terms of this  Agreement  and continue to make any
such payments due hereunder to Employee pursuant to the terms of this Agreement.

                                         UNION COMMUNITY BANCORP


                                         By: /s/ Alan L. Grimble
                                            ------------------------------------
                                            Alan L. Grimble
                                            Vice President