CHANGE IN CONTROL SEVERANCE AGREEMENT
                      -------------------------------------


      THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this
26th day of June, 1997 ("Effective Date"), by and between  Mid-Continent Federal
Savings Bank (the "Savings Bank") and Harold Siemens (the "Employee").

      WHEREAS,  the Employee is currently employed by the Savings Bank as Senior
Vice  President  and is  experienced  in certain  phases of the  business of the
Savings Bank; and

      WHEREAS,  the parties  desire by this  writing to set forth the rights and
responsibilities  of the Savings  Bank and  Employee if the Savings  Bank should
undergo a change in control (as defined  hereinafter in the Agreement) after the
Effective Date.

      NOW, THEREFORE, it is AGREED as follows:

      1. Employment. The Employee is employed in the capacity as the Senior Vice
President of the Savings Bank. The Employee shall render such administrative and
management  services  to the Savings  Bank and Mid  Continent  Bancshares,  Inc.
("Parent") as are currently rendered and as are customarily performed by persons
situated in a similar executive  capacity.  The Employee's other duties shall be
such as the Board of Directors for the Savings Bank (the "Board of Directors" or
"Board") may from time to time reasonably direct,  including normal duties as an
officer of the Savings Bank and the Parent.

      2. Term of Agreement.  The term of this Agreement  shall be for the period
commencing on the Effective Date and ending  twenty-four (24) months  thereafter
("Term").  Additionally,  on, or before,  each annual  anniversary date from the
Effective  Date,  the Term of this  Agreement  may be extended for an additional
period  beyond  the then  effective  expiration  date upon a  determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the Term of such
Agreement shall be extended.

      3.    Termination  of  Employment  in  Connection  with or Subsequent to a
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            Change in Control.
            -----------------

      (a) Notwithstanding any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection with, or within  twenty-four (24) months after,
any Change in Control of the Savings Bank or Parent,  Employee  shall be paid an
amount equal to twenty-four months times the monthly base salary in effect as of
the date of such  Change in Control or the base  salary in effect as of the date
of such termination of employment, if greater, to be paid to the Employee by the
Savings  Bank and the  costs  associated  with  maintaining  coverage  under the
Savings Bank's medical and dental insurance  reimbursement plans similar to that
in  effect on the date of  termination  of  employment  for a period of one year
thereafter. Said sum shall be paid, at the option of Employee, either in one (1)
lump sum within  thirty (30) days of such  termination  or in periodic  payments
over the next 24 months, and such payments shall be in lieu of any other


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future  payments  which the  Employee  would be  otherwise  entitled to receive.
Notwithstanding  the forgoing,  all sums payable  hereunder  shall be reduced in
such  manner and to such extent so that no such  payments  made  hereunder  when
aggregated  with all other  payments  to be made to the  Employee by the Savings
Bank or the Parent shall be deemed an "excess  parachute  payment" in accordance
with Section 280G of the Internal Revenue Codes of 1986, as amended (the "Code")
and be subject to the excise tax  provided at Section  4999(a) of the Code.  The
term "Change in Control"  shall mean:  (i) the execution of an agreement for the
sale of all, or a material  portion,  of the assets of the  Savings  Bank or the
Parent;  (ii) the execution of an agreement for a merger or  recapitalization of
the  Savings  Bank or the Parent or any merger or  recapitalization  whereby the
Savings  Bank or the  Parent  is not the  surviving  entity;  (iii) a change  in
control of the Savings Bank or the Parent, as otherwise defined or determined by
the Office of Thrift  Supervision or regulations  promulgated by it; or (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding  voting  securities of the Savings Bank
or the Parent by any person,  trust, entity or group. The term "person" means an
individual  other  than the  Employee,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.

      (b)  Notwithstanding any other provision of this Agreement to the contrary
except as provided at Sections 4 and 5, Employee may  voluntarily  terminate his
employment under this Agreement within  twenty-four months following a Change in
Control of the Savings Bank or Parent,  and Employee shall thereupon be entitled
to receive the payment and benefits described in Section 3(a) of this Agreement,
upon the  occurrence,  or  within  ninety  (90) days  thereafter,  of any of the
following events, which have not been consented to in advance by the Employee in
writing:  (i) if Employee  would be required to move his  personal  residence or
perform his principal  executive  functions  more than fifty (50) miles from the
Employee's  primary office as of the signing of this  Agreement;  (ii) if in the
organizational  structure  of the  Savings  Bank or  Parent,  Employee  would be
required  to report to a person or persons  other than the Board of the  Savings
Bank or  Parent,  the  President  or the  Executive  Vice  President  and  Chief
Operating  Officer;  (iii) if the Savings Bank or Parent should fail to maintain
the  Employee's  base  compensation  in effect  as of the date of the  Change in
Control and existing employee benefits plans, including material fringe benefit,
stock option and retirement  plans,  except to the extent that such reduction in
benefit programs is part of an overall  adjustment in benefits for all employees
of the Savings Bank or Parent and does not  disproportionately  adversely impact
the Employee;  (iv) if Employee  would be assigned  duties and  responsibilities
other than those normally  associated with his position as referenced at Section
1, herein;  or (v) if Employee's  responsibilities  or authority have in any way
been materially diminished or reduced.

      4.    Other Changes in Employment Status.
            ----------------------------------

      Except as provided  for at Section 3, herein,  the Board of Directors  may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion. This

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Agreement  shall not be deemed to give  Employee any right to be retained in the
employment or service of the Bank, or to interfere with the right of the Bank to
terminate the employment of the Employee at any time. The Employee shall have no
right to receive compensation or other benefits for any period after termination
for Just Cause.  Termination for "Just Cause" shall include  termination because
of the Employee's personal dishonesty,  incompetence, willful misconduct, breach
of fiduciary  duty involving  personal  profit,  intentional  failure to perform
stated  duties,  willful  violation of any law, rule or  regulation  (other than
traffic  violations or similar  offenses) or final  cease-and-desist  order,  or
material breach of any provision of the Agreement.

      5.    Regulatory Exclusions.
            ---------------------

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

      (b) If the Savings  Bank is in default  (as defined in Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

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

      (d) If the  Employee  is  suspended  and/or  temporarily  prohibited  from
participating  in the conduct of the Savings  Bank's  affairs by a notice served
under Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(3) and (g)(1)),
the Savings Bank's  obligations under the Agreement shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the charges in the
notice are  dismissed,  the Savings Bank may within its  discretion  (i) pay the
Employee all or part of the compensation withheld while its contract obligations
were suspended and (ii) reinstate any of its obligations which were suspended.

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

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      6.    Successors and Assigns.
            ----------------------

      (a) This  Agreement  shall inure to the benefit of and be binding upon any
corporate or other  successor of the Savings Bank which shall acquire,  directly
or  indirectly,  by  merger,  consolidation,   purchase  or  otherwise,  all  or
substantially all of the assets or stock of the Savings Bank.

      (b) The Employee  shall be precluded  from  assigning  or  delegating  his
rights or duties  hereunder  without first  obtaining the written consent of the
Savings Bank.

      7.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

      8.  Applicable  Law.  This  agreement  shall be governed  by all  respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of Kansas,  except to the  extent  that  Federal  law shall be
deemed to apply.

      9.  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.

      10.  Arbitration.  Any  controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association ("AAA") nearest to the home office of the Savings Bank,
and  judgment  upon the  award  rendered  may be  entered  in any  court  having
jurisdiction thereof,  except to the extend that the parties may otherwise reach
a mutual settlement of such issue. The Savings Bank shall reimburse Employee for
all reasonable costs and expenses, including reasonable attorneys' fees, arising
from such  dispute,  proceedings  or  actions,  following  the  delivery  of the
decision  of the  arbitrator  finding  in favor of the  Employee.  Further,  the
settlement of the dispute to be approved by the Board of the Savings Bank or the
Parent may  include a provision  for the  reimbursement  by the Savings  Bank or
Parent  to the  Employee  for  all  reasonable  costs  and  expenses,  including
reasonable  attorneys' fees, arising from such dispute,  proceedings or actions,
or the Board of the Savings Bank or the Parent may authorize such  reimbursement
of such  reasonable  costs and expenses by separate action upon a written action
and determination of the Board following settlement of the dispute.

      11. Entire  Agreement.  This Agreement  together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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