EMPLOYMENT AGREEMENT
                              --------------------
                             as restated and amended

      THIS  AGREEMENT  entered  into this 27 day of February,  1997  ("Effective
Date"),  by and between  Mid-Continent  Federal  Savings  Bank (the  "Bank") and
Richard T. Pottorff (the "Employee").

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

      WHEREAS,  the parties  desire by this writing to set forth the  continuing
employment relationship of the Bank and the Employee.

      NOW, THEREFORE, it is AGREED as follows:

      1.  Employment.  The Employee is employed in the capacity as the President
and Chief  Executive  Officer  of the  Bank.  The  Employee  shall  render  such
administrative and management services to the 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 shall promote to
the extent permitted by law the business of the Bank and Parent.  The Employee's
other duties shall be such as the Board of Directors for the Bank (the "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank.

      2. Base Compensation.  The Bank agrees to pay the Employee during the term
of this  Agreement a salary at the rate of $_______  per annum,  payable in cash
not less frequently than monthly;  provided,  that the rate of such salary shall
be reviewed by the Board of Directors not less often than annually, and Employee
shall be entitled to receive  annually an increase at such percentage or in such
an amount as the Board of  Directors in its sole  discretion  may decide at such
time.

      3.  Discretionary  Bonus. The Employee shall be entitled to participate in
an equitable  manner with all other senior  management  employees of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  employees  from  time to  time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's  right  to  participate  in such  discretionary  bonuses  when and as
declared by the Board of Directors.

      4. (a)  Participation  in Retirement and Medical Plans. The Employee shall
be  entitled  to  participate  in any  plan of the  Bank  relating  to  pension,
profit-sharing,   or  other   retirement   benefits  and  medical   coverage  or
reimbursement plans that the Bank may adopt for the benefit of its employees.

      (b)  Employee  Benefits;  Expenses.  The  Employee  shall be  eligible  to
participate in any fringe benefits which may be or may


<PAGE>



become  applicable  to the Bank's  senior  management  employees,  including  by
example,  participation  in any stock option or incentive  plans  adopted by the
Board of Directors of Bank or Parent,  club  memberships,  a reasonable  expense
account, and any other benefits which are commensurate with the responsibilities
and  functions to be performed by the Employee  under this  Agreement.  The Bank
shall  reimburse  Employee  for  all  reasonable  out-of-pocket  expenses  which
Employee shall incur in connection with his service for the Bank.

      5. Term. The term of employment of Employee under this Agreement  shall be
for the period  commencing  on the  Effective  Date and ending  thirty-six  (36)
months thereafter.

      6.    Loyalty; Noncompetition.
            -----------------------

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

      (b)  Nothing  contained  in this  Section 6 shall be deemed to  prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any  business  dissimilar  from that of the Bank or Parent,  or,  solely as a
passive or minority investor, in any business.

      7.  Standards.  The Employee shall perform his duties under this Agreement
in  accordance  with  such  reasonable  standards  expected  of  employees  with
comparable positions in comparable  organizations and as may be established from
time to time by the Board of Directors.

      8.  Vacation  and Sick  Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  voluntarily  from the performance of his
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

      (a) The Employee shall be entitled to annual  vacation leave in accordance
with the policies as are periodically  established by the Board of Directors for
senior management employees of the Bank.

      (b)  The  Employee  shall  not  be  entitled  to  receive  any  additional
compensation  from the Bank on account of his failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for senior management employees of the Bank.


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<PAGE>



      (c) In addition to the aforesaid  paid  vacations,  the Employee  shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons as the Board of Directors in its  discretion  may
determine.  Further,  the Board of  Directors  shall be entitled to grant to the
Employee a leave or leaves of absence  with or without pay at such time or times
and upon such terms and  conditions as the Board of Directors in its  discretion
may determine.

      (d) In addition,  the  Employee  shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Bank.  In the event that any sick leave  benefit shall not have been used
during any year, such leave shall accrue to subsequent  years only to the extent
authorized by the Board of Directors for employees of the Bank.

      9.    Termination and Termination Pay.
            -------------------------------

      The Employee's  employment  under this Agreement  shall be terminated upon
any of the following occurrences:

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

      (b) The Board of Directors may terminate the Employee's  employment at any
time, but any termination by the Board of Directors  other than  termination for
Just Cause,  shall not prejudice the Employee's  right to  compensation or other
benefits  under the  Agreement.  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.

      (c)  Except as  provided  pursuant  to  Section  12  herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination of the term of this Agreement and the cost of Employee obtaining all
health,  life and  disability  benefits  which the Employee would be eligible to
participate in for a period equal to the remaining term of the Agreement, but in
no event for as period  of less  than one year from the date of  termination  of
employment, based upon the

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<PAGE>



benefit levels  substantially equal to those being provided Employee at the date
of termination of employment.

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

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

      (f) 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 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")  or  the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Bank under the authority  contained in Section 13(c) of FDIA; or (ii) by the
Director of the OTS, or his or her  designee,  at the time that the  Director of
the OTS,  or his or her  designee  approves  a  supervisory  merger  to  resolve
problems  related to operation of the Bank or when the Bank is determined by the
Director of the OTS to be in an unsafe or unsound  condition.  Any rights of the
parties that have already vested, however, shall not be affected by such action.

      (g) The  voluntary  termination  by the  Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

      (h) 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.

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

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<PAGE>



contract  obligations  were suspended and (ii) reinstate any of its  obligations
which were suspended.

      11. Disability.  If the Employee shall become disabled or incapacitated to
the extent  that he is unable to  perform  his  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the  provisions  of  disability  insurance  coverage  in  effect  for Bank
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the Bank under the provisions of disability  insurance coverage in effect for
Bank employees.  Upon returning to active full-time  employment,  the Employee's
full  compensation  as set forth in this Agreement shall be reinstated as of the
date of commencement of such activities.  In the event that the Employee returns
to active  employment on other than a full-time basis, then his compensation (as
set forth in Paragraph 2 of this  Agreement)  shall be reduced in  proportion to
the time spent in said  employment,  or as shall  otherwise  be agreed to by the
parties.

      12.   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 twelve (12) months after,  any
change in control of the Bank or Parent,  Employee shall be paid an amount equal
to the product of 2.99 times the Employee's  "base amount" as defined in Section
280G(b)(3)  of the Internal  Revenue  Code of 1986,  as amended (the "Code") and
regulations  promulgated  thereunder.  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 36 months or the  remaining  term of this
Agreement  whichever  is  less,  as  if  Employee's   employment  had  not  been
terminated,  and such  payments  shall be in lieu of any other  future  payments
which the Employee  would be otherwise  entitled to receive  under  Section 9 of
this Agreement. Employee and any dependents of the Employee shall, nevertheless,
remain  eligible  to  participate  in the medical  and life  insurance  programs
sponsored by the Bank,  Parent or  successor  entity for a period of three years
from the date of termination of employment on the same basis as other  employees
of the Bank who shall remain employed by the Bank,  Parent or successor  entity.
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 Bank or the

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<PAGE>



Parent shall be deemed an "excess parachute  payment" in accordance with Section
280G of the Code and be subject to the excise tax provided at Section 4999(a) of
the Code. The term "control"  shall refer to the ownership,  holding or power to
vote more than 25% of the Parent's or Bank's  voting  stock,  the control of the
election of a majority of the Parent's or Bank's directors, or the exercise of a
controlling  influence  over the management or policies of the Parent or Bank by
any person or by persons  acting as a group within the meaning of Section  13(d)
of the  Securities  Exchange Act of 1934.  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,
Employee may voluntary  terminate his  employment  under this  Agreement  within
twelve  (12)  months  following  a change in  control  of the Bank or Parent and
Employee shall thereupon be entitled to receive the payment described in Section
12(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
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the organizational  structure of the Bank or Parent,
Employee would be required to report to a person or persons other than the Board
of the Bank or  Parent;  (iii) if the Bank or  Parent  should  fail to  maintain
existing  employee  benefits plans,  including  material  fringe benefit,  stock
option and  retirement  plans;  (iv) if Employee  would be  assigned  duties and
responsibilities  other than those  normally  associated  with his  position  as
referenced  at  Section  1,  herein;  (v) if  Employee  would not be  elected or
reelected  to the  Board  of  Directors  of the  Bank;  or  (vi)  if  Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

      (c)  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 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 Bank shall incur the cost of all fees and expenses
associated  with filing a request for  arbitration  with the AAA,  whether  such
filing  is  made on  behalf  of the  Bank or the  Employee,  and the  costs  and
administrative  fees  associated  with  employing  the  arbitrator  and  related
administrative  expenses assessed by the AAA. The Bank shall reimburse  Employee
for all costs and expenses,  including reasonable  attorneys' fees, arising from
such dispute, proceedings or actions, following the

                                        6

<PAGE>



delivery  of the  decision  of the  arbitrator  or upon  delivery of other legal
judgment or settlement of the matter;  provided  that the  arbitrator  rendors a
determination  in favor of the Employee or the parties  agree to a settlement of
such  issue   prior  to  delivery  of  an   arbitrator's   determination.   Such
reimbursement  shall be paid within ten (10) days of Employee  furnishing to the
Bank or Parent  evidence,  which may be in the form,  among other  things,  of a
canceled check or receipt, of any costs or expenses incurred by Employee.

      13.   Successors and Assigns.
            ----------------------

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

      (b) Since the Bank is  contracting  for the unique and personal  skills of
the Employee,  the Employee  shall be precluded from assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

      14.  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.

      15.  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.

      16.  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.

      17. 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.


                                       7