EXHIBIT D

                                                     EXHIBIT 10.7-E

                           STANDARD FINANCIAL, INC.
                         CHANGE IN CONTROL AGREEMENT

               This Change in Control Agreement (this "Agreement")
          is entered into as of July 28, 1994 (the "Effective
          Date"), by and between Standard Financial, Inc. ("Holding
          Company") and Leonard A. Metheny ("Executive").

               WHEREAS, Executive has been elected to and has
          agreed to serve in the position of Vice President and
          Secretary for Standard Federal Bank for savings ("SFB"),
          a wholly owned subsidiary of Holding Company, a position
          of substantial responsibility;

               WHEREAS, Holding Company considers the establishment
          and maintenance of sound and vital senior management to
          be essential to protecting and enhancing its best
          interests and therefore desires to protect Executive's
          position therewith for the period provided in this
          Agreement; and

               WHEREAS, the Board of Directors of Holding Company
          has considered and approved this Agreement with respect
          to Executive's employment.

               NOW, THEREFORE, in consideration of the contribution
          and responsibilities of Executive, and upon the other
          terms and conditions hereinafter provided, the parties
          hereto agree as follows:

                           Section 1 - Definitions

               1.1   A "Change in Control" shall mean:

                    (a)  during any period of two (2) consecutive
          years, individuals who at the beginning of such period
          constitute the Board of Directors of Holding Company or
          SFB cease for any reason to constitute a majority
          thereof, unless the election or nomination for election
          of each new Director was approved by a vote of at least
          two-thirds of the Board members then still in office who
          were Board members at the beginning of the period or who
          were similarly nominated;

                    (b)  a change in control of Holding Company or
          SFB as described in 12 C.F.R. SECTION 574.4(a) occurs;

                    (c)  the Board of Directors of Holding Company
          or SFB adopts a resolution to the effect that a Change in
          Control of Holding Company or SFB for purposes of this
          Agreement has occurred;

                    (d)  an event of a nature that Holding Company
          would be required to report in response to item 1(a) of
          the current report on Form 8-K as in effect on the date
          of this Agreement, pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934, as amended (the
          "Exchange Act") occurs;

                    (e)  any "person" (as such term is used in
          Sections 13(d) and 14(d) of the Exchange Act) is or
          becomes the "beneficial owner" (as such term is defined
          in Rule 13d-3 of the Exchange Act), directly or
          indirectly, of securities of Holding Company or SFB
          representing twenty percent (20%) or more of Holding
          Company's or SFB's outstanding securities, except for any
          securities purchased by SFB's employee stock ownership
          plan and trust and any person who becomes a twenty
          percent (20%) beneficial owner solely as a result of
          stock repurchases by Holding Company; or

                    (f)   a plan of reorganization, merger,
          consolidation, sale or liquidation of all or
          substantially all assets of Holding Company or SFB or a
          similar transaction occurs in which Holding Company or
          SFB is not the resulting entity.

               1.2  The "Code" shall mean the Internal Revenue Code
          of 1986, as amended.

               1.3  "Date of Termination" shall mean the date
          specified in the Notice of Termination.

               1.4  "Disability" shall mean Executive's inability
          for a period of not less than ninety (90) consecutive
          days, due to accident or physical or mental illness, to
          adequately and fully perform the duties required by an
          employee in Executive's position; provided, however, that
          Disability for purposes of this Agreement shall not
          include any Disability which results from Executive's
          engaging in a criminal enterprise or from Executive's
          habitual drunkenness, addiction to narcotics or
          intentionally inflicted injury.  If at any time during
          the Term, the Holding Company Board makes a determination
          with respect to Executive's Disability, that
          determination shall be final, conclusive, and binding
          upon Holding Company, SFB, Executive, and their
          successors in interest, so long as such determination has
          a reasonable basis.

               1.5  "Good Reason" shall be deemed to exist if:

                    (a)  within two (2) years after a Change in
          Control, without Executive's express written consent,
          Executive is assigned any duties inconsistent in any
          material respect with Executive's positions, duties,
          responsibilities and status with Holding Company or SFB
          immediately prior to a Change in Control of Holding
          Company or SFB; Executive's reporting responsibilities,
          titles or offices as in effect immediately prior to a
          Change in Control of Holding Company or SFB are changed
          in any material respect; the Term of this Agreement is
          not restored to three (3) years under Section 2.1 of this
          Agreement; or executive is removed from or is not re-
          elected to any of such positions, except in connection
          with the termination of Executive's employment (1) for
          Cause, (2) on account of Disability, (3) as a result of
          Executive's death, or (4) by Executive other than for
          Good Reason;

                    (b)  within two (2) years after a Change in
          Control, Holding Company's or SFB's principal executive
          offices are relocated to a location at least thirty (30)
          miles from its current location; or Holding Company or
          SFB requires Executive to be based anywhere other than in
          the Chicago, Illinois metropolitan area, except for
          required travel on Holding Company's or SFB's business to
          an extent substantially consistent with similarly
          situated executives' business travel obligations;

                    (c)  within two (2) years after a Change of
          Control, Holding Company or SFB reduces in any material
          respect the base salary of Executive, Holding Company or
          SFB fails to continue in effect any material benefit or
          compensation plan, pension plan, life insurance plan,
          health and accident plan or disability plan in which
          Executive is participating at the time of a Change of
          Control (or plans providing Executive with substantially
          similar benefits), or Holding Company or SFB takes any
          action which would materially adversely affect
          Executive's participation in or materially reduce
          Executive's benefits under any benefit plan maintained by
          Holding Company or SFB or deprive Executive of any
          material fringe benefits;

                    (d)  Holding Company and SFB fail to obtain the
          assumption of all obligations under the Agreement by any
          successor as contemplated in Section 2.3 of the
          Agreement; or

                    (e)  within two (2) years after a Change in
          Control, Executive's employment is purported to be
          terminated in a manner which is not pursuant to a Notice
          of Termination satisfying the requirements of Section 2.5
          of this Agreement.

               1.6  The "Holding Company Board" shall mean the
          Board of Directors of Holding Company.

               1.7  "Notice of Termination" shall mean a notice,
          from Holding Company or from Executive, which shall
          indicate the specific termination provision in this
          Agreement relied upon, shall set forth in reasonable
          detail the facts and circumstances claimed to provide a
          basis for termination of Executive's employment under the
          provision so indicated and shall state the effective date
          of the termination.

               1.8  Termination for "Cause" by Holding Company of
          Executive's employment under this Agreement shall have
          the same meaning as it does in 12 C.F.R SECTION 563.39, and
          shall include termination because of:

                    (a)  The intentional and substantial failure by
          Executive to perform Executive's duties with Holding
          Company or SFB (other than any such failure resulting
          from incapacity due to physical or mental illness); or

                    (b)  Executive's personal dishonesty,
          incompetence, willful misconduct, breach of a fiduciary
          duty involving personal profit, willful violation of any
          law, rule or regulation (other than traffic violations or
          similar offenses) or cease-and-desist order or material
          breach of any provision of this Agreement.

               Notwithstanding the foregoing, Executive shall not
          be deemed to have been terminated for Cause unless and
          until there shall have been delivered to Executive a
          written notice of the intention to terminate his
          employment for Cause specifying the grounds for such
          termination, providing a reasonable opportunity to cure
          any conduct or act, if curable, alleged as grounds for
          such termination, and a reasonable opportunity to present
          to the Holding Company Board his position regarding any
          dispute relating to the existence of such Cause.

                               Section 2 - Term

               2.1  Term. Subject to extension in accordance with
          this Section 2, the term of this Agreement (the "Term")
          shall be the three-year period beginning on July 28, 1994
          (the "Effective Date") and ending on July 27, 1997.  On
          or before each anniversary of the Effective Date (each an
          "Anniversary Date"), the Holding Company Board shall
          review Executive's performance under this Agreement to
          determine whether Holding Company desires that the Term
          of this Agreement be restored to three (3) years.  If the
          Holding Company Board recommends, then the then-remaining
          Term of this Agreement shall be restored to the three-
          year term beginning on such Anniversary Date.

               2.2  Compensation Upon Termination For Good Reason
          or Following Change in Control.

                    (a)  If:  (i) Executive terminates employment
          and Good Reason exists; (ii) any of the events
          constituting a Change in Control shall have occurred and
          Executive's employment is terminated within two (2) years
          thereafter other than by reason of (A) Executive's death
          or Disability, or (B) termination for Cause; or (iii) any
          of the events constituting a Change in Control shall have
          occurred and Executive's employment is terminated by
          Executive within one (1) year after a Change in Control;
          then Executive shall receive as severance compensation in
          a lump sum (discounted to present value from the date
          such amounts would have been paid if Executive's
          employment had continued for three (3) years from the
          date of such termination using the interest rate then
          applicable to newly issued fixed rate three-year
          certificates of deposit at SFB, Chicago, Illinois) on the
          thirtieth day following the Date of Termination:

                    I.   the unpaid balance of Executive's full
                         Base Compensation through the Date of
                         Termination at the rate in effect at the
                         time Notice of Termination is given; plus

                    II.  an amount equal to Executive's full Base
                         Compensation for three (3) years at the
                         rate in effect as of the Date of
                         Termination; plus

                    III. an amount, if any, equal to three (3)
                         times the Executive's highest Bonus
                         Compensation paid in either of the two (2)
                         previous years.

                    (b)  In addition to the severance benefits set
          forth in I, II and III above, Holding Company shall: (x)
          pay all legal fees and expenses incurred by Executive
          resulting from termination (including all such fees and
          expenses, if any, incurred in contesting any such
          termination or in seeking to obtain or enforce any right
          or benefit provided by this Agreement); and (y) to the
          extent that Executive's continued participation is
          possible under the general terms and provisions of such
          plans and programs, maintain in full force and effect,
          for the continued benefit of Executive for the remaining
          Term after the Date of Termination and, in the case of
          medical insurance, until such time as Executive is
          covered by Medicare or another comparable insurance
          program, all employee benefit plans and programs or
          arrangements in which Executive was entitled to
          participate immediately prior to the Date of Termination. 
          If Executive's continued participation in any such plan
          or program is barred, Holding Company shall arrange to
          provide Executive with benefits substantially similar or,
          if that is not possible, of equal value, to those which
          Executive was entitled to receive under such plans and
          programs.  At the end of the period of coverage,
          Executive shall have the option to have assigned to him
          at no cost and with no apportionment of prepaid premiums
          any assignable insurance policies owned by Holding
          Company and/or SFB relating specifically to Executive.

                    (c)  Executive shall not be required to
          mitigate the amount of any payment provided for in this
          Section 2.2 by seeking other employment or otherwise, nor
          shall the amount of any payment provided for in this
          Section 2.2 be reduced by any compensation earned by
          Executive as the result of employment by another employer
          after the Date of Termination or otherwise.

               2.3  Successors of Holding Company.  Holding Company
          will require any successor (whether direct or indirect,
          by purchase, merger, consolidation or otherwise) to all
          or substantially all of the business and/or assets of
          Holding Company or SFB, by agreement in form and
          substance satisfactory to Executive, expressly to assume
          and agree to perform this Agreement in the same manner
          and to the same extent that Holding Company would be
          required to perform it if no such succession had taken
          place.  As used in this Agreement, "Holding Company"
          shall mean Holding Company as hereinbefore defined and
          any successor to its business and/or assets as aforesaid
          or which otherwise becomes bound by all the terms and
          provisions of this Agreement by operation of law.

               2.4  Payment Adjustment.  If the independent
          accountants acting as auditors for Holding Company on the
          date of a Change in Control (or another accounting firm
          designated by the parties) determine, in consultation
          with legal counsel acceptable to the parties, that any
          amount payable to Executive by Holding Company under this
          Agreement, or any other plan or agreement under which
          Executive participates or is a party, would constitute an
          "excess parachute payment" within the meaning of Section
          280G of the Code, and any regulations thereunder, and be
          subject to the "excise tax" imposed by Section 4999 of
          the Code, Holding Company shall pay to Executive the
          amount of such excise tax and all federal and state
          income or other taxes with respect to the payment of the
          amount of such excise tax, including all such taxes with
          respect to any such additional amount.  If at a later
          date, the Internal Revenue Service assesses a deficiency
          against Executive for the excise tax which is greater
          than that which was determined at the time such amounts
          were paid, if any, Holding Company shall pay to Executive
          the amount of such excise tax plus any interest,
          penalties and professional fees or expenses, incurred by
          Executive as a result of such assessment, including all
          such taxes with respect to any such additional amount. 
          The highest marginal tax rate applicable to individuals
          at the time of payment of such amounts will be used for
          purposes of determining the federal and state income and
          other taxes with respect thereto.  Holding Company shall
          withhold from any amounts paid under this Agreement the
          amount of any excise tax or other federal, state or local
          taxes then required to be withheld.  Computations of the
          amount of any supplemental compensation paid under this
          Section 2.4 shall be made by the independent public
          accountants then regularly retained by Holding Company,
          in consultation with legal counsel acceptable to the
          parties.  Holding Company shall pay all accountant and
          legal counsel fees and expenses.

               2.5  Notice of Termination.  Any termination by
          Holding Company or by Executive shall be communicated by
          written Notice of Termination to the other party hereto.

                          Section 3 - Miscellaneous

               3.1  Notice.  Any notice or request required or
          permitted to be given under this Agreement shall be in
          writing and shall be deemed sufficiently given for all
          purposes if mailed by certified mail, postage prepaid and
          return receipt requested, addressed to the intended
          recipient at the following address (or at such other
          address as either party may designate in writing to the
          other party by certified mail as described above):

                    If to Holding Company:

                    Standard Financial, Inc.
                    800 Burr Ridge Parkway
                    Burr Ridge, Illinois  60521-6486

          All notices to Holding Company shall be directed to the
          attention of the President with a copy to the Treasurer.

                    If to Executive:

                    Leonard A. Metheny
                    __________________________
                    __________________________

               3.2  Headings.  The headings used in this Agreement
          have been included solely for ease of reference and are
          not to be construed in any interpretation of this
          Agreement.

               3.3  Entire Agreement.  This instrument contains the
          entire agreement between the parties with respect to the
          subject matter hereof, and shall supersede all prior
          understanding with respect to the subject matter hereof. 
          No agreements or representations, oral or otherwise,
          express or implied, with respect to the subject matter
          hereof have been made by either party which are not set
          forth expressly in this Agreement.  No modification or
          addition to this Agreement shall be enforceable unless in
          writing and signed by the party against whom enforcement
          is sought.

               3.4  Governing Law.  This Agreement shall be
          governed by and construed in accordance with the laws of
          the State of Illinois.

               3.5  Arbitration.  Any dispute or controversy
          arising under or in connection with this Agreement shall
          be settled exclusively by arbitration, conducted before a
          panel of three arbitrators sitting in a home office
          selected by Executive within fifty (50) miles from the
          location of Holding Company, 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; provided, however, that
          Executive shall be entitled to seek specific performance
          of his right to be paid until the Date of Termination
          during the pendency of any dispute or controversy arising
          under or in connection with this Agreement.

               In the event any dispute or controversy arising
          under or in connection with Executive's termination is
          resolved in favor of Executive, whether by judgment,
          arbitration or settlement, Executive shall be entitled to
          the payment of all back-pay, including salary, bonuses
          and any other cash compensation, fringe benefits and any
          compensation and benefits due Executive under this
          Agreement and all fees and expenses incurred in seeking
          to obtain or enforce the rights and benefits provided by
          this Agreement.

               3.6  Benefit.  This Agreement shall inure to the
          benefit of and shall be binding upon Holding Company, its
          successors and assigns, and this Agreement shall not be
          assignable by Executive.

               3.7  Severability.  If any provision of this
          Agreement is held to be invalid, illegal or unenforceable
          in any respect, the validity and enforceability of all
          other applications of that provision and of all other
          provisions and applications hereof shall not in any way
          be affected or impaired.

               3.8  Waiver.  No provisions of this Agreement may be
          modified, waived or discharged unless such waiver,
          modification or discharge is agreed to in writing and
          signed by Executive and such officer as may be
          specifically designated by the Board of Directors of
          Holding Company.  The failure of Holding Company or
          Executive at any time or times to enforce its rights
          under the Agreement strictly in accordance with the same
          shall not be construed as having created a custom in any
          way or manner contrary to the specific provisions of this
          Agreement or as having in any way or manner modified or
          waived the same.  No waiver by either party hereto at any
          time of any breach by the other party hereto of, or
          compliance with, any condition or provision of this
          Agreement to be performed by such other party shall be
          deemed a waiver of similar or dissimilar provisions or
          conditions at the same or any prior or subsequent time.

               3.9  Counterparts.  This Agreement may be executed
          in one or more counterparts, each of which shall be
          deemed to be an original but all of which together will
          constitute one and the same instrument.

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

                                   STANDARD FINANCIAL INC.

                                   By: _________________________
                                   Title:_______________________
                                                                 

                                   LEONARD A. METHENY

                                                                    
                                   ______________________________