EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of
this 22nd day of February,  2000 by and between  Ottawa  Financial  Corporation.
(the "Company") and Ronald L. Haan (the "Employee").

     WHEREAS, the Employee serves as the President,  Chief Operating Officer and
Secretary of the Company and of the Company's wholly-owned subsidiary, AmeriBank
(the "Bank");

     WHEREAS,  the Employee has an existing employment agreement entered into as
of August 10, 1995 (the  "Prior  Employment  Agreement")  which he is willing to
terminate in consideration of this Agreement becoming effective;

     WHEREAS,  the board of directors of the Company (the "Board of  Directors")
believes it is in the best interests of the Company and its subsidiaries for the
Company  to enter  into  this  Agreement  with the  Employee  in order to assure
continuity of management of the Company and its subsidiaries; and

     WHEREAS,  the Board of Directors has approved and  authorized the execution
of this Agreement with the Employee;

     NOW,  THEREFORE,  in  consideration  of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:

     1. DEFINITIONS.

        (a) The term "Change in Control"  means (1) an acquisition of securities
of the  Company  or the Bank that is  determined  by the Board of  Directors  to
constitute  an  acquisition  of  control of the  Company or the Bank  within the
meaning of the Change in Bank Control Act, 12 U.S.C. ss. 1817(j) and the Savings
and Loan Holding  Company Act,  12U.S.C.  ss.1467a,  and applicable  regulations
thereunder;  (2) an event that would be  required  to be reported in response to
Item 1 of the current  report on Form 8-K, as in effect on the  Effective  Date,
pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of 1934 (the
"Exchange Act"); (3) any person (as the 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  of the
Company or the Bank representing 25% or more of the combined voting power of the
Company's or the Bank's outstanding securities;  (4) individuals who are members
of the Board of Directors on the Effective  Date (the  "Incumbent  Board") cease
for any reason to  constitute  at least a majority  thereof,  PROVIDED  THAT any
person  becoming a director  subsequent to the Effective Date whose election was
approved by a vote of at least  three-quarters  of the directors  comprising the
Incumbent Board, or whose nomination for election by the Company's  stockholders
was approved by a nominating  committee serving under an Incumbent Board,  shall
be considered a member of the Incumbent  Board; or (5) approval by the Company's
stockholders  of a  plan  of  reorganization,  merger  or  consolidation  of the
Company,  sale of all or  substantially  all of the  assets  of the  Company,  a
similar  transaction in which the Company is not the resulting entity;  PROVIDED



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THAT the term "change in control" shall not include an acquisition of securities
by an employee  benefit plan of the Bank or the Company.  In the  application of
regulations under the Change in Bank Control Act or the Savings and Loan Holding
Company  Act,  determinations  to be  made  by the  applicable  federal  banking
regulator shall be made by the Board of Directors.

        (b)  The  term  "Consolidated  Subsidiaries"  means  any  subsidiary  or
subsidiaries  of  the  Company  (or  its  successors)   that  are  part  of  the
consolidated  group of the Company (or its  successors)  for federal  income tax
reporting.

        (c) The term  "Date  of  Termination"  means  the date  upon  which  the
Employee's  employment with the Company or the Bank or both ceases, as specified
in a notice of termination pursuant to Section 8 of this Agreement.

        (d) The term "Effective Date" means March _____, 2000.

        (e) The term  "Involuntarily  Termination"  means the termination of the
employment of Employee (i) by either the Company or the Bank or both without his
express  written  consent;  or (ii) by the  Employee  by  reason  of a  material
diminution of or  interference  with his duties,  responsibilities  or benefits,
including (without  limitation) any of the following actions unless consented to
in writing by the Employee:  (1) a requirement that the Employee be based at any
place other than Grand Rapids,  Michigan, or within 40 miles thereof, except for
reasonable  travel on Company or Bank business;  (2) a material  demotion of the
Employee;  (3) a material  reduction  in the number or  seniority  of  personnel
reporting to the Employee or a material  reduction in the frequency  with which,
or in the nature of the  matters  with  respect to which such  personnel  are to
report to the Employee,  other than as part of a Bank- or Company-wide reduction
in staff; (4) a reduction in the Employee's  salary or a material adverse change
in the Employee's perquisites,  benefits, contingent benefits or vacation, other
than  prior  to a  Change  in  Control  as part of an  overall  program  applied
uniformly and with equitable  effect to all members of the senior  management of
the Bank or the Company; (5) a material permanent increase in the required hours
of work or the  workload  of the  Employee;  or (6) the  failure of the Board of
Directors  (or a board of  directors of a successor of the Company) to elect him
as President and Chief  Operating  Officer of the Company (or a successor of the
Company) or any action by the Board of  Directors  (or a board of directors of a
successor of the Company) removing him from any of such offices,  or the failure
of the board of  directors  of the Bank (or any  successor of the Bank) to elect
him as President  and Chief  Operating  Officer of the Bank (or any successor of
the Bank) or any  action by such  board  (or board of a  successor  of the Bank)
removing him from any of such offices.  The term "Involuntary  Termination" does
not include  Termination  for Cause or termination of employment due to death or
permanent  disability pursuant to Section 7(g) of this Agreement,  or suspension
or temporary or permanent  prohibition from  participation in the conduct of the
affairs of a  depository  institution  under  Section 8 of the  Federal  Deposit
Insurance Act.


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        (f) The terms  "Termination  for Cause" and  "Terminated for Cause" mean
termination  of the  employment  of the Employee  with either the Company or the
Bank, as the case may be,  because of the Employee's  dishonesty,  incompetence,
willful  misconduct,  breach of a  fiduciary  duty  involving  personal  profit,
intentional  failure to perform  stated  duties,  willful  violation of any law,
rule, or regulation  (excluding  violations which do not have a material adverse
affect on the Company or the Bank) or final  cease-and-desist  order, or (except
as provided below) material breach of any provision of this Agreement. No act or
failure to act by the Employee  shall be considered  willful unless the Employee
acted or failed to act with an absence of good  faith and  without a  reasonable
belief  that  his  action  or  failure  to act was in the best  interest  of the
Company.  The  Employee  shall not be deemed to have been  Terminated  for Cause
unless and until there  shall have been  delivered  to the  Employee a copy of a
resolution,  duly adopted by the affirmative vote of not less than a majority of
the entire  membership  of the Board of Directors at a meeting of the Board duly
called and held for such purpose (after reasonable notice to the Employee and an
opportunity for the Employee,  together with the Employee's counsel, to be heard
before  the  Board),  stating  that in the good  faith  opinion  of the Board of
Directors  the  Employee  has  engaged in  conduct  described  in the  preceding
sentence and specifying the particulars thereof in detail.

     2.  TERM;  TERMINATION  OF  PRIOR  EMPLOYMENT  AGREEMENT.  The term of this
Agreement  shall be a period of three years  commencing on the  Effective  Date,
subject to earlier  termination as provided herein.  On each anniversary of this
Agreement the term shall be extended for a period of one year in addition to the
then-remaining  term,  PROVIDED  THAT the  Company  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 PROVIDED  FURTHER THAT the
Employee has not  received an  unsatisfactory  performance  review by either the
Board of Directors or the board of directors of the Bank. The  Employee's  Prior
Employment Agreement shall terminate immediately prior to the Effective Date.

     3. EMPLOYMENT.  The Employee is employed as the President,  Chief Operating
Officer  and  Secretary  of the Company and as the  President,  Chief  Operating
Officer  and  Secretary  of  the  Bank.  As  such,  the  Employee  shall  render
administrative and management  services as are customarily  performed by persons
situated in similar executive  capacities,  and shall have such other powers and
duties  as the Board of  Directors  or the  board of  directors  of the Bank may
prescribe  from time to time.  The  Employee  shall also render  services to any
subsidiary  or  subsidiaries  of the  Company  or the Bank as  requested  by the
Company or the Bank from time to time  consistent  with his executive  position.
The Employee shall devote his best efforts and reasonable  time and attention to
the business and affairs of the Company and the Bank to the extent  necessary to
discharge  his  responsibilities  hereunder.  The  Employee  may  (i)  serve  on
corporate  or  charitable  boards  or  committees,   and  (ii)  manage  personal
investments,  so  long as  such  activities  do not  interfere  materially  with
performance of his responsibilities hereunder.


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     4. CASH COMPENSATION.

        (a) SALARY.  The Company  agrees to pay the Employee  during the term of
this  Agreement a base salary (the "Company  Salary") the  annualized  amount of
which shall be not less than the annualized  aggregate  amount of the Employee's
base salary from the Company and any Consolidated  Subsidiaries in effect at the
Effective  Date;  PROVIDED  THAT any  amounts  of  salary  actually  paid to the
Employee by any Consolidated  Subsidiaries shall reduce the amount to be paid by
the Company to the Employee. The Company Salary shall be paid no less frequently
than monthly and shall be subject to customary  tax  withholding.  The amount of
the Employee's Company Salary may be increased (but shall not be decreased) from
time to time in accordance  with the amounts of salary  approved by the Board of
Directors  or the board of  directors  of any of the  Consolidated  Subsidiaries
after the Effective Date.

        (b)  BONUSES.  The  Employee  shall be  entitled  to  participate  in an
equitable  manner with all other executive  officers of the Company and the Bank
in such  performance-based and discretionary  bonuses, if any, as are authorized
and declared by the Board of Directors for executive officers of the Company and
by the board of directors of the Bank for executive officers of the Bank.

        (c)  EXPENSES.   The  Employee  shall  be  entitled  to  receive  prompt
reimbursement for all reasonable expenses incurred by the Employee in performing
services  under this  Agreement in accordance  with the policies and  procedures
applicable to the executive officers of the Company and the Bank,  PROVIDED THAT
the Employee  accounts  for such  expenses as required  under such  policies and
procedures.

        (d)  DEFERRAL  OF  NON-DEDUCTIBLE  COMPENSATION.  In the event  that the
Employee's aggregate  compensation  (including  compensatory  benefits which are
deemed  remuneration for purposes of Section 162(m) of the Internal Revenue Code
of  1986 as  amended  (the  "Code"))  from  the  Company  and  the  Consolidated
Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii)
the  maximum  amount of  compensation  deductible  by the  Company or any of the
Consolidated  Subsidiaries in any calendar year under Section 162(m) of the Code
(the "maximum allowable amount"),  then any such amount in excess of the maximum
allowable  amount shall be mandatorily  deferred with interest thereon at 8% per
annum,  compounded annually,  to a calendar year such that the amount to be paid
to the Employee in such calendar year,  including  deferred amounts and interest
thereon, does not exceed the maximum allowable amount. Subject to the foregoing,
deferred  amounts  including  interest  thereon shall be payable at the earliest
time permissible.  All unpaid deferred amounts shall be paid to the Employee not
later  than his Date of  Termination  unless  his  Date of  Termination  is on a
December 31st, in which case, the unpaid  deferred  amounts shall be paid to the
Employee on the first  business day of the next  succeeding  calendar  year. The
provisions of this  subsection  shall survive any  termination of the Employee's
employment and any termination of this Agreement.


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     5. BENEFITS.

        (a)  PARTICIPATION  IN BENEFIT PLANS.  The Employee shall be entitled to
participate,  to the same  extent as  executive  officers of the Company and the
Bank  generally,  in all plans of the Company and the Bank  relating to pension,
retirement,  thrift,  profit-sharing,  savings,  group or other life  insurance,
hospitalization,  medical and dental  coverage,  travel and accident  insurance,
education,   cash  bonuses,   and  other  retirement  or  employee  benefits  or
combinations  thereof.  In  addition,  the  Employee  shall  be  entitled  to be
considered for benefits under all of the stock and stock option related plans in
which the  Company's  or the Bank's  executive  officers  are eligible or become
eligible to participate.

        (b) FRINGE  BENEFITS.  The Employee shall be eligible to participate in,
and receive benefits under, any other fringe benefit plans or perquisites  which
are or may become  generally  available to the Company's or the Bank's executive
officers,  including  but not  limited  to  supplemental  retirement,  incentive
compensation,  supplemental  medical or life insurance plans, company cars, club
dues, physical examinations, financial planning and tax preparation services.

     6. VACATIONS; LEAVE. The Employee shall be entitled to annual paid vacation
in accordance  with the policies  established  by the Board of Directors and the
board of directors of the Bank for executive officers and to voluntary leaves of
absence,  with or  without  pay,  from time to time at such  times and upon such
conditions as the Board of Directors may determine in its discretion.

     7. TERMINATION OF EMPLOYMENT.

        (a) INVOLUNTARY TERMINATION.  If the Employee experiences an Involuntary
Termination, other than for cause or by reason of death or permanent disability,
the Company  shall pay the  Employee  his salary and provide to the Employee the
same  insurance  benefits  as he was  receiving  before the date of  termination
through the remaining term of this Agreement.

        (b) CHANGE IN CONTROL  AND TAX GROSS UP. In the event that the  Employee
experiences an Involuntary  Termination  within the 6 months  preceding,  at the
time of,  or  within 24 months  following  a Change in  Control,  in lieu of the
Company's  obligations  under Section 7(a) of this Agreement,  the Company shall
pay to the Employee in cash,  within 30 days after the later of the date of such
Change in Control  or the Date of  Termination,  an amount  equal to 299% of the
Employee's "base amount" as determined under Section 280G of the Code.

            In the  event  that  any  payments  or  benefits  provided  or to be
provided  to the  Employee  pursuant  to this  Agreement,  in  combination  with
payments or benefits, if any, from other plans or arrangements maintained by the
Company or any of the Consolidated  Subsidiaries,  constitute  "excess parachute
payments"  under  Section  280G of the Code that are subject to excise tax under
Section  4999 of the Code,  the  Company  shall pay to the  Employee  in cash an
additional  amount  equal to the amount of the Gross Up Payment (as  hereinafter
defined).  The "Gross Up Payment"  shall be the amount needed to ensure that the
amount of such payments and the value of such benefits  received by the Employee
(net of such excise tax and any  federal,  state and local tax on the  Company's
payment  to him  attributable  to such  excise  tax)  equals  the amount of such

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payments and value of such  benefits as he would  receive in the absence of such
excise tax and any federal,  state and local tax on the Company's payment to him
attributable  to such  excise tax.  The  Company  shall pay the Gross Up Payment
within 30 days after the Date of  Termination.  For purposes of determining  the
amount of the Gross Up Payment,  the value of any non-cash benefits and deferred
payments or benefits shall be determined by the Company's  independent  auditors
in accordance with the principles of Section  280G(d)(3) and (4) of the Code. In
the event that, after the Gross Up Payment is made, the amount of the excise tax
is determined to be less than the amount  calculated in the determination of the
actual  Gross Up Payment made by the  Company,  the Employee  shall repay to the
Company,  at the time that such reduction in the amount of excise tax is finally
determined,  the portion of the Gross Up Payment attributable to such reduction,
plus  interest on the amount of such  repayment at the  applicable  federal rate
under Section 1274 of the Code from the date of the Gross Up Payment to the date
of the  repayment.  The amount of the  reduction  of the Gross Up Payment  shall
reflect any subsequent  reduction in excise taxes resulting from such repayment.
In the event that,  after the Gross Up Payment is made, the amount of the excise
tax is  determined  to exceed  the amount  anticipated  at the time the Gross Up
Payment  was  made,  the  Company  shall  pay to the  Employee,  in  immediately
available  funds,  at the time that  such  additional  amount  of excise  tax is
finally determined,  an additional payment ("Additional Gross Up Payment") equal
to such additional  amount of excise tax and any federal,  state and local taxes
thereon,  plus all interest and  penalties,  if any,  owned by the Employee with
respect to such  additional  amount of excise and other tax.  The Company  shall
have the right to challenge, on the Employee's behalf, any excise tax assessment
against  him as to which the  Employee  is  entitled to (or would be entitled if
such  assessment  is  finally  determined  to be  proper) a Gross Up  Payment or
Additional  Gross Up Payment,  PROVIDED THAT all costs and expenses  incurred in
such a challenge  shall be borne by the Company and the Company shall  indemnify
the Employee and hold him harmless,  on an after-tax  basis,  from any excise or
other tax (including  interest and penalties with respect  thereto) imposed as a
result of such payment of costs and expenses by the Company.

        (c) TERMINATION  FOR CAUSE.  In the event of Termination for Cause,  the
Company shall have no further  obligation to the Employee  under this  Agreement
after the Date of Termination other than deferred amounts under Section 4(d).

        (d) VOLUNTARY  TERMINATION.  The Employee may  terminate his  employment
voluntarily at any time by a notice pursuant to Section 8 of this Agreement.  In
the event that the Employee voluntarily  terminates his employment other than by
reason of any of the  actions  that  constitute  Involuntary  Termination  under
Section 1(e)(ii) of this Agreement ("Voluntary Termination"),  the Company shall
be obligated  to the Employee for the amount of his Company  Salary and benefits
only through the Date of Termination, at the time such payments are due, and the
Company shall have no further  obligation to the Employee  under this  Agreement
except as provided in Section 4(d).

        (e)  DEATH.  In the event of the death of the  Employee  while  employed
under this Agreement and prior to any  termination  of  employment,  the Company
shall pay to the  Employee's  estate,  or such person as the  Employee  may have
previously  designated  in  writing,  (i)  the  Company  Salary  which  was  not

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previously  paid to the Employee  through the last day of the calendar  month in
which  Employee's  death  occurred  and,  if  applicable,  the Change in Control
payment set forth in the first paragraph of Section 7(b), provided Employee died
within six months prior or 12 months following such change in control;  and (ii)
the unpaid deferred amounts under Section 4(d).

        (f)  PERMANENT  DISABILITY.  For  purposes of this  Agreement,  the term
"permanently  disabled"  means  that  the  Employee  has a  mental  or  physical
infirmity which  permanently  impairs his ability to perform  substantially  his
duties  and  responsibilities  under  this  Agreement  and which  results in (i)
eligibility of the Employee under the long-term  disability  plan of the Company
or the Bank, if any; or (ii) inability of the Employee to perform  substantially
his  duties  and  responsibilities  under  this  Agreement  for a period  of 180
consecutive  days.  Either  the  Company or the Bank or both may  terminate  the
employment  of the  Employee  after  having  established  that the  Employee  is
permanently   disabled.   (g)  REGULATORY  ACTION.   Notwithstanding  any  other
provisions of this Agreement:

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

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

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

     8. NOTICE OF  TERMINATION.  In the event that the  Company or the Bank,  or
both, desire to terminate the employment of the Employee during the term of this
Agreement,  the Company or the Bank,  or both,  shall  deliver to the Employee a
written notice of  termination,  stating  whether such  termination  constitutes
Termination  for Cause or Involuntary  Termination,  setting forth in reasonable
detail the facts and circumstances  that are the basis for the termination,  and
specifying the date upon which employment  shall terminate,  which date shall be
at least 30 days after the date upon which the  notice is  delivered,  except in
the case of Termination for Cause. In the event that the Employee  determines in
good faith that he has experienced an Involuntary Termination of his employment,
he shall send a written  notice to the Company  stating the  circumstances  that

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constitute such  Involuntary  Termination and the date upon which his employment
shall have  ceased due to such  Involuntary  Termination.  In the event that the
Employee desires to effect a Voluntary  Termination,  he shall deliver a written
notice to the Company,  stating the date upon which  employment shall terminate,
which  date  shall be at least 30 days  after the date upon  which the notice is
delivered, unless the parties agree to a date sooner.

     9.  ATTORNEYS  FEES.  The  Company  shall  pay all legal  fees and  related
expenses (including the costs of experts,  evidence and counsel) incurred by the
Employee  as a  result  of  (i)  the  Employee's  contesting  or  disputing  any
termination of employment,  or (ii) the Employee's  seeking to obtain or enforce
any  right  or  benefit  provided  by this  Agreement  or by any  other  plan or
arrangement  maintained by the Company (or its  successors) or the  Consolidated
Subsidiaries under which the Employee is or may be entitled to receive benefits;
PROVIDED THAT the Company's  obligation to pay such fees and expenses is subject
to the  Employee's  prevailing  with  respect  to the  matters in dispute in any
action  initiated by the Employee or the  Employee's  having been  determined to
have acted  reasonably and in good faith with respect to any action initiated by
the Company or the Bank.

     10. NON-DISCLOSURE AND NON-SOLICITATION.

        (a) NON-DISCLOSURE.  The Employee acknowledges that he has acquired, and
will continue to acquire while employed by the Company  and/or any  Consolidated
Subsidiary,  special knowledge of the business, affairs, strategies and plans of
the Company and the  Consolidated  Subsidiaries  which has not been disclosed to
the  public  and  which  constitutes   confidential  and  proprietary   business
information  owned by the Company and the Consolidated  Subsidiaries,  including
but not limited to, information about the customers,  customer lists,  software,
data, formulae, processes,  inventions, trade secrets, marketing information and
plans, and business strategies of the Company and the Consolidated Subsidiaries,
and other  information  about the products and services  offered or developed or
planned  to be offered  or  developed  by the  Company  and/or the  Consolidated
Subsidiaries ("Confidential Information"). The Employee agrees that, without the
prior  written  consent of the  Company,  he shall  not,  during the term of his
employment  or at any time  thereafter,  in any manner  directly  or  indirectly
disclose  any  Confidential  Information  to any person or entity other than the
Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the
Employee  is  requested  or  required  (including  but  not  limited  to by oral
questions,  interrogatories,  requests  for  information  or  documents in legal
proceeding,  subpoena,  civil investigative  demand or other similar process) to
disclose any  Confidential  Information  the Employee  shall provide the Company
with  prompt  written  notice of any such  request  or  requirement  so that the
Company  and/or a Consolidated  Subsidiary may seek a protective  order or other
appropriate  remedy and/or waive  compliance with the provisions of this Section
10(a).  If, in the absence of a protective  order or other remedy or the receipt
of a waiver from the Company,  the Employee is nonetheless  legally compelled to
disclose  Confidential  Information  to any  tribunal  or else stand  liable for
contempt or suffer other censure or penalty, the Employee may, without liability
hereunder,  disclose  to such  tribunal  only that  portion of the  Confidential
Information  which  is  legally  required  to be  disclosed,  provided  that the
Employee  exercise  his best  efforts to  preserve  the  confidentiality  of the

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Confidential  Information,  including without limitation by cooperating with the
Company  and/or a Consolidated  Subsidiary to obtain an  appropriate  protective
order or other reliable  assurance that confidential  treatment will be accorded
the Confidential  Information by such tribunal. On the Date of Termination,  the
Employee shall promptly  deliver to the Company all copies of documents or other
records  (including  without  limitation   electronic  records)  containing  any
Confidential  Information  that is in his  possession or under his control,  and
shall retain no written or electronic record of any Confidential Information.

        (b)  NON-SOLICITATION.  During the three year period next  following the
Date of  Termination,  the Employee  shall not directly or  indirectly  solicit,
encourage,   or  induce  any  person  while  employed  by  the  Company  or  any
Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary,
(ii) cease his or her employment with the Company or any Consolidated Subsidiary
or (iii) accept employment with another entity or person.

     The  provisions  of this Section 10 shall  survive any  termination  of the
Employee's employment and any termination of this Agreement.

     11. NO ASSIGNMENTS.

        (a) This  Agreement  is  personal  to each of the  parties  hereto,  and
neither party may assign or delegate any of its rights or obligations  hereunder
without  first  obtaining  the  written  consent of the other  party;  provided,
however,  that the Company shall require any successor or assign (whether direct
or indirect, by purchase,  merger,  consolidation or otherwise) by an assumption
agreement  in form and  substance  satisfactory  to the  Employee,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place.  Failure of the Company to obtain such an assumption
agreement prior to the  effectiveness of any such succession or assignment shall
be a breach of this Agreement and shall entitle the Employee to compensation and
benefits  from the  Company in the same amount and on the same terms as provided
for  an  Involuntary  Termination  under  Section  7  hereof.  For  purposes  of
implementing  the provisions of this Section  11(a),  the date on which any such
succession becomes effective shall be deemed the Date of Termination.

        (b) This Agreement and all rights of the Employee  hereunder shall inure
to the  benefit  of and be  enforceable  by the  Employee's  personal  and legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.

     12.  NOTICE.  For the  purposes  of this  Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage  prepaid,  to the Company at its home
office,  to the attention of the Board of Directors with a copy to the Secretary
of the Company,  or, if to the  Employee,  to such home or other  address as the
Employee has most recently provided in writing to the Company.

                                        9

<PAGE>



     13.  AMENDMENTS.  No  amendments  or additions to this  Agreement  shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

     14.  HEADINGS.  The headings used in this Agreement are included solely for
convenience  and  shall  not  affect,   or  be  used  in  connection  with,  the
interpretation of this Agreement.

     15.  SEVERABILITY.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

     16.  GOVERNING  LAW.  This  Agreement  shall be governed by the laws of the
State of Michigan.

     17. ARBITRATION.  Any dispute or controversy arising under or in connection
with this Agreement (other than relating to the enforcement of the provisions of
Section 10) shall be settled  exclusively by arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

     18.  EQUITABLE  AND  OTHER  JUDICIAL  RELIEF.  In the event of an actual or
threatened  breach by the Employee of any of the  provisions  of Section 10, the
Company shall be entitled to equitable  relief in the form of an injunction from
a court of competent  jurisdiction  and such other equitable and legal relief as
such court deems appropriate under the circumstances. The parties agree that the
Company shall not be required to post any bond in  connection  with the grant or
issuance of an injunction  (preliminary,  temporary and/or permanent) by a court
of competent  jurisdiction,  and if a bond is nevertheless required, the parties
agree that it shall be in a nominal  amount.  The parties  further agree that in
the event of a breach by the  Employee of any of the  provisions  of Section 10,
the  Company  will suffer  irreparable  damage and its remedy at law against the
Employee is inadequate to compensate it for such damage.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

     THIS  AGREEMENT  CONTAINS  A  BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.

Attest:                                   Ottawa Financial Corporation.


/s/ Gordon Cunningham                     /s/ Douglas J. Iverson
---------------------                     ---------------------------
                                          By: Douglas J. Iverson
                                          Its: Chief Executive Officer


                                          Employee

                                          /s/ Ronald L. Haan
                                          ----------------------------
                                          Ronald L. Haan




                                       10